Club Rules & Regulations

1.1 TITLE The title of the Club is THE ROYAL NEW ZEALAND YACHT SQUADRON (INCORPORATED) (“the Squadron”). 1.2 OBJECTS The objects of the Squadron shall be the encouragement of Corinthian yachting generally and such other purposes connected with aquatics and the welfare and development of the Squadron as the Members shall from time to time deem necessary or expedient. 1.3 CONSTITUTION The Squadron shall consist of Full, Senior, Crew, Junior, Associate, Family, Country and Overseas, Life and Honorary and Corporate Members. 1.4 OFFICERS The Officers of the Squadron shall consist of a Commodore, Vice-Commodore, Rear- Commodore (“the Flag Officers”), two of whom shall be yacht owners, a Treasurer, a Secretary and three Trustees. The offices of Treasurer and Secretary may be combined in one person and the Treasurer and the Secretary may be honorary or salaried officers. 1.5 COMMITTEE There shall be a “General Committee” (“the Committee”) consisting of the Flag Officers and ten other Members. Of such other Members, at least five when elected must be yacht owners. 1.6 EXECUTIVE OFFICERS The Committee may from time to time appoint such other Executive Officers as it shall think fit to: 1.6.1 Carry out such duties as the Committee may determine 1.6.2 Hold office and be removable from office at the pleasure of the Committee. Such Officers may be paid such remuneration as the Committee may from time to time think fit. 1.7 AUDITOR(S) The Auditor(s) shall be appointed at the Annual General Meeting and shall be a Chartered Accountant or a firm of Chartered Accountants. Such Auditor(s) may be paid such remuneration as the Committee may from time to time fix. 1.8 ELECTION OF OFFICERS AND COMMITTEE 1.8.1 The Flag Officers and the Committee shall be elected annually at the Annual General Meeting. 1.8.2 Should any office become vacant the Committee may elect a Member to fill such vacancy until the following annual General Meeting. 1.8.3 All such elections shall be by ballot. 1.8.4 The Trustees shall continue in office, save as hereinafter mentioned, until removed by death, resignation or resolution of a General Meeting. 1.8.5 Any vacancy in the office of Trustee shall be filled by the Committee. 1.8.6 Any office bearer, including a Trustee, ceasing to be a Member of the Squadron shall ipso facto ceases to be an office-bearer. 1.8.7 No person shall hold the office of Commodore at any one time for more than two consecutive years. 1.8.8 The Secretary and Treasurer shall be appointed by the Committee. 1.8.9 To be eligible for the position of Flag Officer candidates shall have served on the General Committee for not less than two years. 1.9 NOMINATIONS FOR THE VARIOUS OFFICES Nominations of candidates for the various elective offices shall be made in writing to the Secretary not later than 5.30 p.m. on the fourteenth day before the day fixed for the Annual General Meeting. The Secretary shall, not less than six days before such meeting, post in the Squadron rooms the names of the persons so nominated. 1.10 COMMODORE It shall be the duty of the Commodore to take command of the Squadron and preside at its meetings. 1.11 VICE COMMODORE It shall be the duty of the Vice-Commodore to assist the Commodore in the discharge of his duties and to officiate in the Commodore’s absence.

1.12 REAR COMMODORE It shall be the duty of the Rear-Commodore to assist the Commodore and the Vice- Commodore in the discharge of their duties and to officiate in their absence. 1.13 MANAGEMENT OF SQUADRON The Committee shall manage the general affairs of the Squadron except the making and alteration of Rules. 1.14 POWERS OF COMMITTEE 1.14.1 The Committee may appoint such Special Committee or individuals to act in special capacities as it shall consider advisable and may, by Regulations not inconsistent with the Rules of the Squadron, define, limit, extend, terminate or vary the powers, duties and constitution of any Special Committee or individual appointed in accordance with this Rule. 1.14.2 The Committee may make any Regulations pertaining to any matter or object for which any Special Committee or individual was appointed provided that every Special Committee or individual shall ipso facto cease to operate or exist on the election of a new Committee at a General Meeting of the Squadron. 1.14.3 Election of a new Committee shall not affect any Regulations then in force relating to any Special Committee or individual. 1.14.4 It shall not be necessary for any Member of a Special Committee or individual appointed under this Rule to be a Member of the Committee. 1.14.5 A copy of all Regulations for the time being in force relating to Special Committees shall be kept in a public room in the principal premises of the Squadron and be available for inspection by the Members. 1.14.6 Every Member on application to the Secretary shall be supplied free of charge with a copy of such of the Regulations then in force as he may require. 2. MEETING

2.1 ANNUAL MEETING The Annual General Meeting of the Squadron shall be held not later than the last day of August in each year. 2.2 SPECIAL GENERAL MEETING A Special General Meeting may be called at any time by order of the Committee or on a requisition signed by at least 25 Full Members, such requisition to state the object thereof. 2.3 NOTICE OF MEETING 2.3.1 18 days of notice of an Annual or Special General Meeting shall be given to Members. Such notice will be sent to Members to their last known e-mail address unless a Member has requested in writing that they require any such notice to be posted to them. Such notice will also be posted on the Club’s notice board and posted on the Club’s website. The sending of an e-mail, or where requested the posting of such notice, will be deemed sufficient evidence that 18 days’ notice has been given. The Annual Report will be provided to Members electronically unless otherwise requested 2.3.2 50 Members shall form a quorum at all Annual and Special General Meetings and even shall form a quorum at all meetings of the Committee and except where provided by these Rules to the contrary, the decision of a majority of the votes recorded shall be binding. 2.4 BALLOT When a ballot is not expressly provided for by these Rules, all questions shall be decided by a show of hands, provided always that three Members can demand a ballot. Proxy votes shall be counted in all voting whether by show of hands or ballot. 2.5 VOTING FOR THE GENERAL COMMITTEE To select the General Committee a Member shall vote for up to 10 candidates but may choose to vote for less than 10 should they desire. 2.6 PROXY VOTE 2.6.1 Subject to the restrictions in Rules 2.6.2 to 2.6.4 Members may vote by proxy on all matters referred to in the notice calling the meeting. 2.6.2 The instrument appointing a proxy shall be in writing and clearly stipulate for what proposals and applicants for General Committee for which and whom they are voting. This must be lodged with the Committee not later than noon on the day of the meeting 2.6.3 No person shall be appointed a proxy who is not a Member of the Squadron and entitled to vote. 2.6.4 The right of Members to vote by proxy is restricted to the following:

a) Country Members b) Members who are overseas on the day of the meeting and who supply the Secretary with documented proof of their absence. c) Members who are ill or incapacitated on the day of the meeting and who supply the Secretary a certificate to that effect signed by a registered medical practitioner. 2.7 COMMITTEE MEETING The Committee shall meet whenever it deems it necessary, or when summoned by a Flag Officer. 2.8 NON-ATTENDANCE OF COMMITTEE MEMBER Any Member of the Committee, except an ex officio Member, failing to attend three consecutive meetings shall cease to be a Member thereof, unless he shall have been granted leave of absence. 2.9 CHAIRMAN The Commodore, if present, shall preside at meetings of the Squadron and in his absence the senior Flag Officer present shall preside. If no Flag Officer is present, the Member who may be elected thereto by a majority of the Members present shall take the chair. 2.10 CASTING VOTE The Chairman at any meeting of the Squadron or of any Committee meeting, when there is an equality in votes, shall have a casting vote in addition to his own deliberative vote. 2.11 LONG TERM DEVELOPMENT FUND 2.11.1 The moneys and investments representing the Long Term Development Fund shall be held by the Trustees for the time being of the Squadron to the intent that in future the Long Term Development Fund shall be known as the Royal New Zealand Yacht Squadron Foundation (“Foundation”). 2.11.2 The Trustees of the Foundation shall have the right to accept further funds from the Squadron or any other person or entity and to administer the same in terms of their powers under the Rules of the Club. 2.11.3 The Trustees shall hold the capital and any accretions thereto and interest derived therefrom upon trust for the Squadron; 2.11.4 The Trustees shall have the following powers in respect of the funds of the Foundation: a) To invest the capital in investments authorized by law for the investment of trust funds in New Zealand both inside and outside of New Zealand with power to purchase and lease any real or personal property both inside and outside of New Zealand; b) On the Trustees’ own initiative to pay so much of the income and or capital as the Trustees shall in their sole and uncontrolled discretion think fit for or towards any project or purpose which the Trustees consider expedient or in the best interests of the Squadron and its Members. However, a limitation on the expenditure in excess of 50% of the total capital value of the Foundation shall apply for any one project without the prior consent of an Annual or Special General Meeting of the Squadron; c) In exercising this discretion the Trustees shall take into account that the capital fund is a major capital asset of the Squadron and is derived from the generosity and foresight of earlier Members and the Squadron’s present wish is to keep this fund intact as far as possible in order to meet any future emergency or finance a major project or to meet the urgent needs of the Squadron; d) The Trustees may invest and accumulate the income derived by investing the same and resulting income thereafter as an accretion to the capital of the fund during the period to the date of distribution; 2.11.5 The Trustees shall have absolute and uncontrolled power and discretion in the management of the Foundation and may do or cause to be done all such acts, matters and things of whatsoever kind and nature pertaining to the fund and to sign all such instruments and documents as they think proper or expedient. 2.11.6 No Trustee shall be liable for any loss not attributable to his dishonesty or the wilful commission by him of an act known to him to be a breach of his appointment. 2.11.7 Instead of acting personally, the Trustees may employ a financial consultant to advise the Trustees and to transact all or any business or make any investment including the receipt and payment of money on behalf of the Trustees and the Trustees shall not be personally responsible for the default of any consultant appointed in good faith or for any loss occasioned by his employment. 2.11.8 The Trustees shall not have the right to transfer the capital and unspent funds of the Foundation back to the General Funds of the Squadron without the prior consent of an Annual or Special

General Meeting (“date of distribution”). 2.11.9 The Trustees may convene their own meetings at such times and place as the Trustees shall determine. The decisions of the Trustees shall be unanimous. Minutes will be kept and a copy given to the Commodore of the Squadron to be tabled at the next meeting of the Committee. The Trustees shall at each Annual General Meeting of the Squadron or any time when called upon by the Committee of the Squadron table a report on its activities and audited financial accounts. 3. MEMBERS

The number of Members shall be unlimited. 3.1 PROPOSAL OF CANDIDATE A candidate for Membership must be proposed by one Member and seconded by another, both of which shall have been Members of the Squadron for at least three years and to both of whom the candidate must be personally known, and a record of the nomination shall be kept in the book provided for that purpose. 3.1.1 Notwithstanding the requirements for Membership in Rule 3.1 those persons who had been Members of Royal New Zealand Yacht Squadron (Unincorporated) shall become Members of the Squadron upon payment of the subscription applicable for the year commencing 1 May. 3.1.2 That the existing Life Members and Honorary Members of Royal New Zealand Yacht Squadron (Unincorporated) shall upon invitation by the Committee become Members of the Squadron. 3.1.3 Those Members joining the Squadron under Rule 3.1.1 shall retain the Membership category held immediately prior to becoming Members of the Squadron. 3.1.4 The category of Membership where applicable shall be based on the number of years during which the Member has been a Member of both the Squadron and the Royal New Zealand Yacht Squadron (Unincorporated). 3.2 MODE OF ELECTION 3.2.1 The name of every candidate for election shall be submitted to the Membership Committee for approval. Failing any just cause not to recommend the membership from the Membership Committee then the candidate shall then be balloted for election by the General Committee. All Members, except Honorary Members, shall be elected by vote of the General Committee with a two-third majority required to be elected as a Member. 3.2.2 No person who has been struck off the Membership Roll for non-payment of subscriptions, fees or dues shall be eligible for re-election until such subscription, fees or dues shall have been paid in full. 3.3 UNSUCCESSFUL CANDIDATE A candidate who has been unsuccessful at the ballot shall not be put up again for election until a period of six months has elapsed since rejection and a candidate who has twice been rejected shall not be eligible for future nomination. 3.4 RESIGNATION Any Member wishing to resign from the Squadron shall give notice in writing to the Committee to that effect and pay all arrears due up to the date of such notice. 3.5 CONDUCT 3.5.1 All Members shall be bound by the Rules and Regulations of the Squadron. 3.5.2 If the Committee shall have any reason to suspect that either: a) The conduct of any Member, either in or out of the Squadron premises, is or might be injurious to the character or interests of the Squadron; or b) The conduct of any person on board any yacht of which the Member is the skipper thereof is or might be injurious to the character or interests of the Squadron; The following provisions of this Rule shall apply, viz: 3.5.3 Save as hereinafter provided in the case of a Member being convicted of a serious criminal offence, an enquiry into the conduct complained of may be held by the Committee either at an ordinary meeting of the Committee or at a meeting of the Committee specially convened for the purpose. 3.5.4 Not less than seven days’ notice in writing of such meeting shall be given to the Member and such meeting may be adjourned from time to time. 3.5.5 If the Committee by a majority of its Members shall find the conduct complained of will or might in its opinion injuriously affect the character or interests of the Squadron it may: a) Expel such Member. b) Call on such Member to resign his or her Membership within 14 days from the date of notice of such requirement being given to the Member and failing the receipt of such resignation within the time limited may expel the Member or impose any other penalty or

punishment authorised by this Rule. c) Reprimand and/or suspend such Member for a period not exceeding six calendar months and may in addition order that notice of such suspension be placed on the notice board for a period not exceeding 14 days. During such period of suspension, the Member shall not be entitled to enter the Squadron premises or to enjoy any other privileges attaching to Membership of the Squadron.

3.6 EXPULSION 3.6.1 If any Member is convicted by any Court of Law of a criminal offence which the Committee, having regard to the surrounding circumstances, shall consider to be of a serious nature, it shall be obligatory on the Committee to expel such Member forthwith and the foregoing provisions of this Rule relating to the holding of an enquiry shall not apply. 3.6.2 The decision of the Committee as to whether the criminal offence of which such Member is convicted is of a serious nature shall be final. 3.7 RIGHT OF APPEAL 3.7.1 If for any reason other than conviction for a serious criminal offence the Committee shall expel a Member, such Member shall have the right to appeal to a panel consisting of the Trustees provided that within seven days of the decision of the Committee being made known to him/her the Member shall notify the Committee of his/her intention to appeal. On the receipt of such notice the Committee shall convene a meeting of the Trustees for the purpose of hearing the appeal. 3.7.2 The proceedings before such meeting shall be by way of rehearing and the Trustees may expel such Member or impose any penalty or punishment or make any other decisions which the Committee might have made. 3.7.3 The Member shall be bound to attend any meeting of the Committee and any meeting of the Trustees at which enquiry into the conduct complained of is to be made and if the Member shall fail to attend the meeting may proceed with the enquiry in the Member’s absence. The Chairman of any Committee meeting or meeting of the Trustees may admit as evidence statements not strictly evidence and any person whether a Member or not able to give evidence on the matter may be called as a witness either by the Committee or by the Member. 3.7.4 At any meeting at which any such enquiry is held, the Member may be represented by any other Member of the Squadron. 4. CATEGORIES OF MEMBERSHIP

4.1 FULL MEMBERS A Full Member shall be over 18 years of age. 4.2 HONORARY AND LIFE MEMBERS 4.2.1 Ex officio Honorary Members The General Committee has the power to invite and admit the following as Honorary Members: a) Officers of Her Majesty’s Navy, and Air Force, NZ Army. b) The Mayor of Auckland Council. c) The Auckland Police Commander, the Auckland Harbour Master, the Chair of Auckland Coast Guard. Such persons shall be Honorary Members for the term of his or her office unless otherwise determined by the General Committee. 4.2.2 Election of Honorary Members Honorary Membership may be conveyed upon any person as follows: a) A person may be proposed and seconded for Honorary Membership by Full Members of the Squadron for consideration by the Membership Committee in the first instance. b) The Membership Committee will pass nominations to the General Committee with a recommendation, and the General Committee will determine whether or not the nominee is invited and admitted to join as an Honorary Member. Honorary Membership shall be conveyed for a period of twelve months unless otherwise determined by the General Committee based upon the recommendation of the Membership Committee. 4.2.3 Election of Life Members Life Membership may be conveyed upon any person as follows: a) The General Committee may submit a nomination for Life Membership to a General Meeting of the club for consideration. Notice of the General Committee’s intention to nominate the relevant person shall be included in the Notice of the General Meeting

referred to in Rule 2.3. b) At the General Meeting a nominee for Life Membership shall be invited and admitted to join as a Life Member with the approval of 80 percent of the Members voting 4.2.4 Terms of Honorary Membership and Life Membership Honorary and Life Members shall be: a) Exempt from entrance and subscription fees. b) Deemed to have agreed to abide by the Rules and Regulations of the Squadron. c) Entitled to the privileges of the Squadron except that only Life Members shall be entitled to vote and be eligible for office at the Squadron. 4.3 COUNTRY MEMBERS 4.3.1 A Country Member shall be either a) A Member who permanently resides more than 80 kilometres from the Squadron Rooms, Westhaven, such distance to be calculated by the shortest route by road; or b) A Member who permanently resides on any island in the Hauraki Gulf. 4.4 JUNIOR MEMBERS A Junior Member shall be under the age of 25 years of age, inclusive of those current members of the Youth Training Programme. A Junior Member shall not be eligible for election on the General Committee, nor entitled to vote, nor entitled to nominate a candidate for Membership. 4.5 ASSOCIATE MEMBERS 4.5.1 An Associate Member shall be over the age of 18 years and be the spouse or partner of a Member. An Associate Member shall not be entitled to vote, nor be eligible for election to the Committee nor be entitled to nominate a candidate for Membership. 4.5.2 At the discretion of the Committee an Associate Member may continue as an Associate in the event of the death of the partner or spouse Member. 4.5.3 Any spouse or partner of a Member who shall have been elected a Full Member of the Squadron may on application to the General Committee become an Associate Member. In that event any subscription or nomination fee previously paid as a Full Member shall not be refunded. 4.6 CREW MEMBERS Crew Members shall be between 18 and 29 years of age, and/or if applying over the age of 29 years of age shall be entitled to be eligible for Crew Membership for a maximum period of five years in this category. A Crew Member shall not be eligible for election on the General Committee, nor entitled to vote, nor entitled to nominate a candidate for Membership. 4.7 SENIOR MEMBERS 4.7.1 Senior Retired Members shall be those Members of over 25 years of accrued Membership and over 65 years of age. 4.7.2 Over 40 Year Members shall be those Members of over 40 years of accrued Membership, and not more than 50. 4.7.3 Over 50 Year Members shall be those Members of over 50 years of accrued Membership. 4.8 OVERSEAS MEMBERS 4.8.1 Any Member leaving New Zealand with the intention of remaining absent for a continuous period of more than twelve months may, upon notifying the Secretary, have his name placed on the list of Overseas Members. 4.8.2 Upon being absent for a period of twelve months the member shall pay a subscription at such reduced rate per annum as shall from time to time be fixed by a General Meeting pursuant to Rule 5.2. 4.8.3 f any portion of the period of absence shall comprise part of a financial year the Member shall in respect of that year pay proportionate parts of the ordinary and reduced subscriptions, but if the Member shall have paid the ordinary subscription for a year over which part of the period of absence extends the portion (if any) of that subscription for which the Member is entitled to have refunded shall be credited to the Member’s account in the books of the Squadron as paid on account of future subscriptions. 4.8.4 A person residing overseas may join as an Overseas Member upon payment of the entrance fee. 4.9 CORPORATE MEMBERS 4.9.1 Any corporate entity which shall be approved by the Committee may be admitted to Corporate Membership on such terms as the Committee shall from time to time stipulate. 4.9.2 A Corporate Member shall not:

a) Have any voting rights. b) Be eligible for election to the Committee. c) Be entitled to nominate a candidate for Membership. 4.10 FAMILY MEMBERSHIP Provided there is a full paying Full Member and an Associate Member in a family the subscription payable will include all Junior Members of that family. 5. DUES

5.1 5.1 ENTRANCE FEE 5.1.1 The Committee shall have power to fix the entrance fee from time to time. The entrance fee of each candidate must be paid before nomination for Membership can receive approval. Should the candidate fail to be elected the entrance fee shall be returned. The subscription is due on election, and if not paid within one month after election, such election may at the option of the Committee be declared null and void and the entrance fee declared forfeited to the Squadron. Any candidate who was previously a Member and voluntarily resigned shall not be required to pay an entrance fee on re-election, provided the candidate has on a previous occasion paid an entrance fee and the last period of Membership was not less than three years duration. 5.1.2 A candidate under the age of 30 years shall not be required to pay an entrance fee on election to Membership. 5.1.3 Racing Members and Associate Members shall not be required to pay an entrance fee on election. 5.2 SUBSCRIPTION 5.2.1 The General Committee may increase subscription payable across the various classes of Members of the Squadron by including a “capital improvement” levy not exceeding ten percent of the Membership fee for any one year. In the event the Committee has reason to request an increase of more than ten percent, then would only do so for the following year’s subscription with the authorisation of a Special General Meeting or an Annual General Meeting. 5.2.2 Subject to the provision of Rule 5.2.4 the Committee shall have the power to cancel the Membership of any Member whose subscription is in arrears and to cause the name of such Member to be removed from the list of Members, provided however that the Committee shall have the power in any deserving case to remit the whole or such portion of any Member’s annual subscription as it shall from time to time think fit. 5.2.3 No newly elected Member shall be permitted to use the Squadron Rooms or exercise any right or privilege of Membership until the subscription for that Member shall have been paid. 5.2.4 The financial year of the Squadron shall commence on the first day of May and shall end on the 30th April in each year. Any Member failing to make payment of the subscription by the 1st August following the commencement of the financial year may at the discretion of the Committee be removed from the list of Members. The Committee may reinstate such Member on payment of such subscription. 5.3 HALF YEAR 5.3.1 The subscription of any Member elected after the first day of November and before the first day of February of the following year shall be one half of the annual amount and for any Member elected after the 31st day of January and before the 30th day of April of any year shall be one quarter of the annual amount. 5.3.2 In calculating the period of Membership no account shall be taken of any period when that Member was a Junior Member. 5.4 MEMBERS IN ARREARS At the discretion of the Committee no Member whose subscription is still in arrears on the first day of November shall be entitled to use the Squadron privileges or property nor shall that Member be entitled to vote at any meetings of the Squadron nor compete for any prizes offered by it or steer any yacht in any Squadron race until the subscription be paid. No yacht whose owner’s subscription is in arrears shall be allowed to compete in any such race. 5.5 FINANCE Should the Committee at any time be of the opinion that the funds at their disposal are or will be insufficient to carry on the affairs of the Squadron, they shall call a General Meeting and place the financial position before such meeting and the majority of those present and voting at such meeting shall have the power by resolution to make a levy or call on the Full Members. Notice of such levy or call shall thereupon be

posted to all Full Members. The Committee may in its discretion remove from the list of Members any Full Members who fail to pay such levy or call within two calendar months from the date of such notice, but the Committee shall have power to reinstate such Members upon payment of such levy or call or upon his giving to the Committee a satisfactory explanation of his failure to pay. 6. PROPERTY

6.1 The Committee may with or without the sanction of a General Meeting expend monies in pursuance of the Squadron’s objects, make donations to any person, body of persons or institution, invest the funds of the Squadron, enter such contracts to purchase or otherwise acquire or to sell, lease or otherwise dispose of or deal with any interest in any real or personal property or to borrow money with or without security (save that the Committee shall not in any financial year borrow more than the total of the previous financial year’s subscriptions without the sanction of a General Meeting). Upon such terms and conditions as it thinks fit, provided that all real and personal property of the Squadron shall be vested in the Trustees who shall hold the same upon trust for the Squadron and subject to the direction in writing of a majority of the Committee at a duly held meeting thereof and signed by the Chairman of such meeting. Such directions shall be obligatory upon the Trustees and shall validate anything done or purported to be done by them in pursuance of such direction and no person shall be concerned to enquire as to the regularity of such direction beyond the verification of the signature of the Chairman. 6.2 Where any property is or may be accepted by the Squadron pursuant to any 6.3 deed, document, instrument in writing creating or attaching any trusts, conditions or stipulations relating to such property, the foregoing provisions of this Rule, insofar as they are contradictory to or inconsistent with such trusts, conditions or stipulations shall not apply and to the extent of any such contradiction or inconsistency, such property shall be held by the Trustees in such manner and upon and subject to such trusts, conditions and stipulations as such deed, document, instrument or writing shall provide. 6.4 The Committee shall provide for the safe custody of the Seal which shall only be used by the authority of the Committee and any instrument to which the Seal is affixed shall be signed by any two Flag Officers. 6.5 The Treasurer shall collect and be responsible for all monies received by the Squadron and under the direction of the Committee shall make all disbursements. He shall keep full and proper accounts of all the Squadron’s financial transactions and shall prepare the annual accounts and balance sheet as at the end of the Squadron’s financial year. 7. ALTERATION OF RULES

7.1 NOTICE OF PROPOSAL 7.1.1 No addition to, alteration, amendments, or revision of these Rules shall be made except at a General Meeting and by a majority of three-fourths of the Members present and voting either in person or by proxy. Notice of any proposed addition, alteration, amendment or revision shall be included in the Notice of the General Meeting referred to in Rule 2.3. 7.1.2 No motion affecting these Rules which has been duly considered shall be brought forward again during the same financial year, unless by consent of the Committee. 7.1.3 Notwithstanding anything contained in these Rules, no alteration shall be made to Rule 10 of these Rules without the written consent of the Commissiwoner of Inland Revenue.

8.1 DEFINITION A yacht shall be deemed to be a vessel, whether propelled by sail, steam or other power, used for pleasure purposes only. 8.2 YACHT REGISTER Each Member who owns a yacht which he or she desires shall have the privileges of the Squadron shall state in writing to the Committee such particulars of the yacht as the Committee shall by Regulations from time to time require. Such particulars shall be entered in the Squadron Register of Yachts and the Secretary shall notify the Member when such entry is made and no yacht shall be entitled to any of the privileges of the Squadron until such entry is made. 8.3 ALTERATION Any alteration to any yacht affecting either her size or rig, horsepower or engine and propeller shall be

notified to the Committee, who shall note these alterations and if necessary re-register the yacht. 8.4 YACHTS ON HIRE No boat being a working boat, or let out for hire, shall be entered on the Register, provided that any yacht bona fide hired or chartered by a Member for a term of not less than three calendar months may be entered in the Squadron Register. 9. GENERAL

The decision of the Committee on the interpretation or construction of any Rule or Regulation and on any matter not covered by the Rules shall be final. 10. WINDING UP AND DISTRIBUTION OF ASSETS

10.1 WINDING UP The Squadron shall be dissolved if: 10.1.1 The number of Members shall be reduced to fewer than 50. 10.1.2 A majority of three fourths of the Members for the time being entitled to vote at a General Meeting called for the purpose resolve to dissolve the Squadron. 10.2 DISTRIBUTION OF ASSETS Upon winding up of the Squadron all surplus assets after payment of all costs, debts and liabilities shall be disposed of in such manner as shall be resolved by a majority of the Members entitled to vote at a General Meeting confirming the winding up, by being paid, transferred or delivered to such other association, club or institution having objects the same or similar to those of the Squadron as an addition to the funds of such an association, club or institution.

The following Regulations have been adopted by the General Committee in respect of Special Committees set up by it. 1. HOUSE COMMITTEE AND HOUSE REGULATIONS

1.1 The House Committee shall be appointed by the General Committee. It shall include at least two General Committee members and at least one from each of any House sub-Committees. House sub-Committees may include (but are not limited to) the Kawau Committee and the Archives and Library Committee. 1.2 The General Committee shall elect the Chairman of the House Committee. 1.3 The Secretary of the House Committee shall be the General Manager. 1.4 Three Members shall form the quorum of all House Committee Meetings and the decision of the majority of those Members present shall be binding. 1.5 The House Committee shall meet as required. 1.6 It shall be the duty of the House Committee to ensure appropriate control, supervision, development, management and use of –a) the bar and catering staff, b) Squadron archives and library, c) Squadron premises, facilities, furnishings and off-water equipment including all property leased or owned by the Squadron at Westhaven, Kawau and elsewhere. 1.7 The House Committee shall ensure House Regulations including Dress Standards and Discipline processes are kept up to date and are appropriately applied. 1.8 The House Committee shall be subject to the over-riding authority of the General Committee. 1.9 The House Committee shall keep a true record of its proceedings in the form of minutes filed appropriately for that purpose. KAWAU COMMITTEE 1.10 The Kawau Committee shall be appointed by the General Committee and shall include at least two Members of the General Committee. 1.11 Two Members shall form the quorum of all Kawau Committee Meetings and the decision of the majority of those Members present shall be binding. 1.12 It shall be the duty of the Kawau Committee to ensure –a) Control, supervision, development, management and contract review with any Tenants of Squadron owned properties, facilities, furnishings and equipment including all property leased or owned by the Squadron. b) Appropriate liaison, relationship management and contract review with any Tenants of Squadron owned properties at Kawau. 1.13 The Kawau Committee shall be subject to the over-riding authority of the General Committee. ARCHIVES AND LIBRARY COMMITTEE 1.14 The Archives and Library Committee shall be appointed by the General Committee. 1.15 Two Members shall for the quorum of all Archives and Library Committee Meetings and the decision of the majority of those Members present shall be binding. 1.16 It shall be the duty of the Archives and Library Committee to ensure control, supervision, development, management and use of Squadron Archive and Library materials and equipment. 1.17 the Archives and Library Committee shall be subject to the over-riding authority of the House Committee. HOUSE REGULATIONS 1.18 Notice of any change to House Regulations shall be posted on the notice board and signed by the General Manager where it concerns members. 1.19 No person shall be permitted entry to club premises as a guest of any member on more than one occasion in any month (unless participating in an event on the day). 1.20 If visiting the Squadron a non-member must enter their name and the member they are with or the reciprocal club they belong to in the visitor’s book. 1.21 No Member shall remove any property belonging to the Squadron from Squadron premises except under Regulations made by this Committee. 1.22 No Member shall remove any book or other media from the Squadron Archives or Library without either registering the item in the system provided, or advising the General Manager. 1.23 Mobile devices shall be on silent within club premises and used for information purposes only. Speaking on a mobile device is prohibited in the Members Bar, Quarterdeck, Cornes Library, Main Hall and Members Lounge. Should you need to take a call in the premises please remove yourself

to a suitable place to respect the quiet enjoyment of other members. 1.24 Members shall pay the full cost, or excess if insured, of replacing any Squadron property destroyed damaged or lost by them or their guest. 1.25 An inventory of all Squadron property will be maintained by the General Manager and provided to the House Committee on request. 1.26 No Alcoholic liquor shall be brought into Squadron premises without the prior approval of the General Manager. 1.27 No objectionable language or behaviour of any kind will be tolerated in the Squadron premises or its environs. 1.28 No notice shall be posted within Squadron premises unless authorised by the General Manager. 1.29 No collections shall be taken up in Squadron premises except by permission of the General Manager. 1.30 The Squadron shall not be responsible for the property of any member or guest left in or about Squadron premises. 1.31 No member shall bring a dog (other than an assistance dog) or other animal into any Squadron premises. 2. FINANCE & RISK COMMITTEE

2.1 There shall be a Finance Committee consisting of not less than six Members, four of whom shall form a quorum at all meetings of the Committee, which shall comprise at least two Flag Officers, Treasurer, Chairman of the House Committee, and at least three Members appointed by the General Committee, one of whom shall be a Trustee. The Secretary of the Committee shall be the General Manager. 2.2 The Chairman of the Committee shall be a Flag Officer or such other person appointed by the General Committee. 2.3 It shall be the duty of the Finance & Risk Committee: a) To maintain liaison with and act in an advisory capacity to the General Committee in all matters relating to the financial and legal affairs of the Squadron. b) To investigate and report on any specific matters at the request of the General Committee. c) To assist in preparation, review and submit budgets for each incoming financial year. d) To prepare an annual risk review. e) To recommend to the General Committee the level of annual subscriptions. f) Generally, to keep under review the Squadron’s financial requirements, both short and long term. 3. MEMBERSHIP COMMITTEE

3.1 There shall be a Membership Committee consisting of not less than four Members, three of whom shall form a quorum at all meetings of the Committee which shall comprise one Flag Officer and three Members appointed by the General Committee. 3.2 The Chairman of the Committee shall be a Flag Officer or such other person appointed by the General Committee. 3.3 It shall be the duty of the Membership Committee: a) To recommend to the General Committee the various classes of Membership which should be provided in the Squadron including Corporate Membership. b) To scrutinise each nomination for Membership, interview the prospective Member when appropriate and recommend to the General Committee on the processing of the prospective Membership. c) To review and make recommendations to the General Committee on the processing of Membership nominations and changes. d) To carry out other such studies relating to the Membership of the Squadron as the General Committee may request and report thereon to the General Committee. e) To encourage regular engagement of Members through Member events and activities. 4. SAILING COMMITTEE

4.1 The Sailing Committee shall consist of not less than six Members, four of whom shall form a quorum at all meetings. The Committee shall comprise of at least two Members of the General Committee, one from each of the sub-committees of the Sailing Committee including the Race Management Committee, the Boat Management Committee, the Judge & Umpire Convenor, the Handicapping & Classification Committee and the Safety and Inspection Committee appointed by the Sailing Committee.

4.2 The Chairman of the Committee shall be a Flag Officer or such other person appointed by the General Committee. 4.3 It shall be the duty of the Sailing Committee: a) To organise and overview the Sailing and Boating Programme for the Squadron’s yacht races, training and other on water activity and to observe and review the programme from time to time. b) To receive the reports of all sub-committees from which its Membership is constituted and to report to the General Committee its decisions and recommendations in respect of such reports. c) To carry out such additional duties as the General Committee shall from time to time decide. 4.4 The Sailing Committee may appoint from time to time such sub-committees to the Sailing Committee as it thinks fit in order to effectively carry out the management of the various yacht racing and other on water activities in which the RNZYS is involved. 5. JUDGES & UMPIRES CONVENOR

5.1 There shall be a Judges and Umpires Convenor appointed by the Sailing Committee. This person will report to the Sailing Committee. 5.2 To oversee a register of yachting umpires, judges and protect panel members and to allocate the relevant officials to RNZYS sailing events. a) Oversee the appointment of Protest Panels to hear and decide all protests arising out of any races held by the Squadron. All its decisions and the conduct of its meetings shall be based on the Racing Rules under which the Squadrons sailing events are held. 5.3 The Convenor shall report its decision on any protest immediately to the Sailing Manager of the Squadron and the Sailing Committee. 6. HANDICAPPING AND CLASSIFICATION COMMITTEE

6.1 The Handicapping and Classification Committee shall consist of not less than six members as appointed by the Sailing Committee, four of who shall form a quorum. The Committee shall act as a sub-committee of the Sailing Committee. 6.2 The Chairman shall be a Member appointed by the Sailing Committee. 6.3 The Committee shall appoint such handicappers for the different classes and divisions of yachts as it shall think fit, with power to cancel any such appointments and appoint others in their place. It shall be the duty of the handicappers to handicap the various yachts in the races for which they shall have entered and such information posted on the Squadron’s notice board before the start of the race. 6.4 The Committee shall appoint not less than four of its Members to classify all yachts entered on the Squadron Register of yachts. All classifications shall be based on and conform to the specifications governing the respective classes. 6.5 The owner of each yacht classified shall be notified in writing of the class to which his yacht has been assigned. 6.6 The Committee shall report to the Sailing Committee. 7. RACE MANAGEMENT COMMITTEE

7.1 The Race Management Committee shall consist of not less than six Members appointed by the Sailing Committee, three of whom shall form a quorum. The Committee will act as a sub-committee of the Sailing Committee. 7.2 The Chairman shall be appointed by the Sailing Committee. 7.3 The duties of the Race Management Committee shall include: a) The laying of starting and finishing and course marks. b) The starting of all races and the noting of the finishing times of all competing yachts. c) Determining the course to be used in all Harbour races. d) Reporting to the Sailing Director the results of all races, of any protest arising out of the races or any incidents observed in the course of a race. 7.4 The Committee shall appoint from its Members, Race Management to take charge of the proceedings on each race day and shall prepare a roster of the duty days for such Officers. It shall be the duty of the Race Officer with assistance from the Sailing Manager to arrange for such Members as he considers necessary to be present to assist him in his duties. The Sailing Director will arrange for the boats and equipment deemed necessary, in consultation with the Chairman of the Race Management and Boat Management Committees, for each race or other on water activity. 7.5 It shall be the duty of the crew of the patrol boats to lay such starting and course marks as may be

required and to lift such marks and return them to the Squadron’s Westhaven premises after the races have finished. 7.6 The Committee shall carry out any further or other duties from time to time required by the General Committee and Sailing Committee. 7.7 The Committee shall report to the Sailing Committee. 8. SAFETY AND INSPECTION COMMITTEE

8.1 There shall be a Safety and Inspection Committee consisting of not less than three Members approved by the General Committee, two of whom shall form a quorum. This Committee shall act as a sub-committee of the Sailing Committee. 8.2 The Chairman shall be appointed by the General Committee. 8.3 The Committee shall appoint such of its Members or other RNZYS Members as it thinks fit to be inspectors. 8.4 It shall be the duty of the inspectors to oversee that the Club’s on-water safety protocols are met. 8.5 It shall be the duty of the inspectors to make all such inspection of yachts as may be necessary or desirable to ensure that the yacht complies with all the safety requirements relating to any class to which the yacht belongs or of any race in which the yacht is entered or proposes to enter. 8.6 It shall be the duty of every owner to permit the inspectors to carry out their respective duties in respect of his/her yacht. 8.7 The Committee shall report to the Sailing Committee. 9. BOAT MANAGEMENT COMMITTEE

9.1 The Boat Management Committee shall consist of not less than five Members appointed by the Sailing Committee three of whom shall form a quorum. 9.2 The Chairman shall be a Member appointed by the Sailing Committee. 9.3 It shall be the duty of the Committee: a) To take overall responsibility for all Squadron boats and ancillary equipment including buoys, ropes and anchors. b) To support the Sailing Director to manage on a day to day basis. The Sailing Office will also keep a full inventory for this purpose. c) To overview maintenance programmes in respect of all Squadron boats including annual budgets therefore prepared by RNZYS staff. d) To overview and approve allocation by the Sailing Director of boats to Squadron events and liaise with the Race Management Committee in this regard. e) To overview and approve rosters for the manning of Squadron boats prepared by the Sailing Director, and liaise with the Race Management Committee in this regard. f) To advise the General Committee and make such recommendations as it sees fit with regard to the sale and acquisition of RNZYS boats. 10. OTHER RACE SUB-COMMITTEES

10.1 From time to time the General Committee may constitute and appoint Members to subcommittees of the Sailing Committee to carry out the management of the RNZYS sailing activities. These may include but not be limited to offshore sailing teams, Mid-Week, Winter and Summer Series, Cruising, Motor Yacht, Corporate Regattas, Match Racing and special events. 10.2 The Members and Chairman of these committees will be appointed by the General Committee. The Committee will report to the Sailing Committee. 11. SQUADRON’S REGISTER OF YACHTS

11.1 Every Member being the owner of a yacht, which he desires to have the privileges of the Squadron, shall state in writing to the General Committee the following details relating to the yacht: a) The name of the vessel and its type, Sail or Motor. The owner’s name and address and contact details. The name of the builder and/or designer of the vessel and the year in which it was built. It’s overall length, marina berthing, sail number and insurance company. 11.2 The Register of Yachts will be maintained by the Sailing Director. 12. FLAGS AND FLAG ETIQUETTE

12.1 BURGEE

The Squadron Burgee is blue with St George’s Cross with a crown in centre thereof and four stars of the Southern Cross in white, in the upper canton. It may be worn in conjunction with the New Zealand Flag or

Squadron Ensign, which all yachts and motor yachts on the Squadron Register are entitled to wear. 12.2 SQUADRON ENSIGN

Owners of yachts on the Register may apply to the Squadron for a Warrant and the privilege of flying the Squadron Ensign and on receiving the same they shall be amenable to the Rules and Regulations connected with the holding of the Warrant. The Ensign may be worn only by those yachts whose owners hold, through the Squadron, the Warrant to fly the Squadron Ensign. It may be worn only when the owner is on board or “in effective control” of the yacht and the Squadron Burgee must be flown at the main masthead or at the starboard spreader at the same time. The Warrant ceases to be valid if the owner ceases to be a Member of the Squadron. The Warrant must be on board the yacht or motor yacht at all times and available for inspection when the Squadron Ensign is being worn. 12.3 OFFICERS’ FLAGS

12.3.1 The Commodore’s flag shall be a swallow tail of a similar device to the Pennant. 12.3.2 The Vice-Commodore’s flag shall be the same as the Commodore’s with the addition of a white ball in the inner lower canton. 12.3.3 The Rear-Commodore’s flag shall be the same as the Commodore’s with the addition of a red ball in the inner lower canton. 12.3.4 The Past-Commodore’s flag shall be a rectangular flag of similar device to the Commodore’s flag but having a white Maltese Cross in the inner lower canton. 12.3.5 The Port Captain’s flag shall be a rectangular flag of similar device to the Commodore’s flag. 12.4 RESTRICTIONS ON FLYING FLAG COLOURS

12.4.1 No Member, other than a Flag Officer, shall fly the Squadron’s flags from any yacht which is not on the Squadron Register. 12.4.2 The Squadron Ensign is to be raised at 8am and should be taken down at sunset, except on a yacht underway, then it may be worn after sunset if desired. (Please refer to your Warrant conditions). 12.4.3 13.4.3 The Squadron Burgee shall be flown only by a Member of the Squadron and on a yacht on the Squadron Register. A Flag Officer’s or Past Commodore’s Burgee shall not be flown on a yacht unless the Flag Officer or Past Commodore is present. The Burgee is to be flown at the main masthead or at the starboard spreader. 12.5 RACING FLAGS

12.5.1 Whilst racing, yachts shall fly the flag designated by the Sailing Committee for the division in which the yacht is racing. The Divisional Racing Flag should be hauled down immediately on a yacht withdrawing from or completing a race. 12.6 SALUTING

12.6.1 Salutes are to be given and acknowledged by dipping the Ensign once. The Ensign should be lowered to the “dip” position (two thirds of the distance it has been hoisted) and should be kept at the dip until the salute is acknowledged when it should be slowly re-hoisted. 12.6.2 All yachts should salute ships of Her Majesty’s Navy; when meeting a squadron of warships, only the Senior Officer’s ship should be saluted. Any yacht meeting or passing another yacht which is flying a Flag Officer’s Burgee should salute. 12.7 MOURNING

To indicate mourning, Ensigns should be half-masted. The Squadron Burgee should remain fully hoisted except in the case of the death of owners when both the Burgee and the Ensign should be half-masted. A flag must be fully hoisted before being half-masted and also before lowering when at half-mast. To salute, the Ensign must first be mast headed before being dipped. 12.8 OTHER SIGNALS

12.8.1 Hospitality signal: A green and white Pennant flown at the starboard cross-tree indicates that the owner wishes Members of the Squadron to join them for drinks. 12.8.2 Every boat approaching a yacht shall hail such yacht and receive a reply before boarding. 13. DRESS STANDARDS

Standards of dress within the Squadron clubrooms at Westhaven shall be neat yachting attire in the bar areas and neat casual in all other areas of the club except when special dress standards are nominated for certain functions. Neat yachting attire - shall mean tidy, clean and dry yachting clothes and excludes bare feet, caps, hats, sea boots, and wet weather gear. Neat Casual - shall mean tidy clothes, slacks, shirts and

shoes, a slightly more formal standard than neat yachting attire. It has the same exclusions as neat yachting. Tidy open toe footwear may be worn in the bar areas only during the summer sailing season. Members shall be responsible to ensure that their guests and racing crews comply with these standards. 14. DISCIPLINE

14.8.1 Upon any complaint being received by the Squadron concerning the behaviour of any Member or any Member’s crew in or out of the Squadron premises the General Committee shall: a) Inform the Member in writing of the intention of the Committee to call an enquiry into the conduct complained of; b) Give the Member the opportunity to call witnesses; c) Allow the Member, his/her witness and any other witnesses the committee shall call, to give evidence; d) Allow the Member to question any of the witnesses’ present and who gave evidence. e) Make a finding of fact in relation to the conduct complained of; f) Inform the Member of the reasons for its decisions and impose such penalty as it shall see fit to impose within the rules of the club.