this web page last updated 11th February, 2017
Constitution for Wolverley Owners Club
as adopted at the Inaugural Meeting on Sunday 5th February, 2017.
Text in blue italics does not form part of the proposed Constitution but is there as explanation/rationale.
1. THE ORGANISATION
a) The organisation shall officially be known as Wolverley Owners Club, hereinafter referred to as ‘the club’.
b) The club is an association of owners in the Narrowboat Wolverley, that exists to manage the operation of the vessel on behalf of those owners.
2. TERMS USED IN THE CONSTITUTION AND AGREEMENT
a) The term 'member' refers to any owner of a part of one or more shares in Narrowboat (boat name). Where a single share is jointly owned, one of the owners will be identified as the 'Lead Member'.
b) The term 'Associate Member' refers to someone who is keen to purchase the next available share and is a legitimate boat user on payment of the normal monthly subscriptions. See 'Associate Membership' notes. Associate Membership is only available when there are no resale shares available.
c) The term 'Share' refers to a single one-twelfth (8.33%) share in Wolverley and in the club’s assets/funds.
d) The term 'Vote' refers to a single ‘share related’ vote, recognising that members can exercise one vote for each share that they own. Where several people, who own a share jointly, attend a meeting the Lead Member, or a designated deputy, is the only one who has a vote.
e) The term Contingency Fund refers to the notion of building up a reserve in the clubs accounts to cover contingencies such as major repairs without needing to collect large lump sums from members, which may cause delays. With the consent of the members at a general meeting such reserve funds may also be allocated for improvements, provided a reserve adequate for most contingencies remains. The Contingency Fund will not necessarily be a separate bank or building society account. Given 2 c) above, members should understand that while they can't take any share of reserve funds with them if they sell up, their share of those funds will be reflected in the resale value of their share.
3. FUNDAMENTAL PRINCIPLES AND PRACTICE
a) Certain aspects of both the vessel and its operating practice are fundamental and, having been accepted by all members on joining the club, may not be abandoned or changed, except by unanimous assent. Members who change their mind about these fundamentals after joining always have the option to sell their share and buy into a scheme that meets their new needs so should not be trying to change things they found acceptable when they joined.
b) These fundamentals include:- 'pet friendly' and 'no-smoking' status; 'roaming' agreed areas of the waterways, without returning to a base, during such period as there are regular (not necessarily continuous) bookings; sale of shares restricted to buyers who show appropriate practical competencies and a willingness to contribute their time and skills; 'normal' handover 5.00pm Sunday; cassette toilets to facilitate handovers where there are limited facilities.
4. RESPONSIBILITIES AND LIABILITIES
a) Members are responsible for ensuring that they and any accompanying crew conform to any policies and codes of practice that have been agreed and that anyone in control of the vessel is competent to do so or is directly supervised by a competent person.
b) While on board, Members are responsible for any loss or damage to the vessel and its equipment that is not realistically covered by insurance or acceptable as fair wear and tear. In the event that an insurance claim becomes necessary, the member causing the loss or damage is liable for the amount of any uninsured sum (insurance excess). Insurance will carry an 'Excess' so claims for amounts up to that level and slightly over will not normally be realistic due to loss of 'no claims discount' or even penalties.
c) Where loss or damage occurs in circumstances such that it may be considered to be a 'reasonable accident', a member may request a waiver of his/her liability. This would need to be sanctioned by the Executive Officers in the first instance and ratified at the next General Meeting.
d) Members shall pay annual subscriptions, as agreed at the preceding AGM, to cover anticipated costs for the year ahead and including an allowance towards the contingency fund. Subscriptions are payable in equal monthly installments either by Bank Standing order or by PayPal (subject to surcharge to cover PayPal fees). Members who fall in arrears shall forfeit all entitlement to allocated time until such time as the arrears, plus a surcharge of 10%, has been paid to the club. The surcharge discourages members from withholding payment until just before their next allocated week.
e) Members share liability for any financial commitments that the club legitimately incurs in pursuit of its purpose as declared in 1 b) above. Members will sometimes disagree with decisions made democratically by the membership but must accept the financial liability nevertheless.
f) In the event that unexpected expenditure makes it necessary to collect contributions over and above the agreed annual subscriptions, members will be expected to make prompt adjustment to their standing order. In the unlikely event that it is necessary to collect a 'lump sum', prompt payment in full will be expected. Any member failing to pay within 30 days will be considered in arrears and the forfeit detailed in 3 d) above will apply. Good practice will be to establish and maintain a healthy contingency fund, rather than to keep annual contributions to an absolute minimum. Major improvements will normally be planned and funded in advance so this should be a 'worst case scenario'.
g) In the event that a member remains in arrears for a period exceeding six calendar months, he/she will be deemed to have surrendered his/her share to the club. That share may then be sold according to the normal rules as prescribed in Section 5 below.
5. RESALES/TRANSFERS OF SHARES
a) Resale/Transfer of shares is to be carried out in strict observance of agreed procedures and will not be valid until the purchaser has signed the appropriate agreement document and any fees due to the club have been paid.
b) In the first instance, shares for sale shall be offered to associate members and subsequently to members for periods of not less than 14 days, before being released for sale to non members. Shares may not be sold to members or associate members for more than one-twelfth of the value of the club's assets/funds. In the event that there is a disagreement about the market value of the vessel, members are entitled to have a valuation carried out, at their expense. The Treasurer will determine the value of other assets/funds at the proposed date of sale. Associate members and existing members have first priority when shares are for sale and this provision protects them from exploitation by the seller.
c) Shares may only be sold to buyers who can show appropriate practical competencies and a willingness to contribute their time and skills. It is vital to the long term viability of the club to ensure that shares are not sold to people who are unable or unwilling to contribute time and skills.
d) There is no minimum selling price for a share so members may accept whatever offers they find acceptable. In the event that a member is keen to sell at a lower than usual price (for a quick sale) and no individual member wishes to buy it, it may be appropriate for the club to buy the share and subsequently re-sell at normal price. While it might not benefit the club financially (due to some loss of revenue income) shares changing hands at a low price could be seen as detrimental to the club in the long term.
a) The club shall elect executive officers at the AGM as follows:- Chairperson; Treasurer; Secretary and Manager. In exceptional circumstances, where swift resolution of an issue is required and it is unrealistic to consult the members, the executive officers may, by unanimous decision, sanction spending of up to £1000 from the Contingency Fund.
b) The Manager, the Treasurer and one of the other executive officers shall be authorised signatories on the club’s account(s). Payments by cheque or direct transfer shall be authorised by two of the three signatories.
c) The club shall elect non-executive officers (such as Membership Secretary, Allocations Coordinator) at the AGM as considered appropriate and where these tasks have not been adopted by executive officers. E.G.s The Secretary may be willing to manage Memberships; the Manager may be willing to Allocate Time.
a) An Annual General Meeting shall normally be convened during the October to December period, to include Officers’ Reports, election of officers for the coming year, and any decisions deemed necessary by officers or members. If feasible, the final stage of the Time Allocation process should be completed so that any 'trading' offers that members wish to make can be announced.
b) An extra-ordinary general meeting shall be called by the Secretary at the request of four members or members holding at least four votes.
c) The quorum for General Meetings is six voting members (i.e. members representing six separate shares)
d) If no member from a particular share is able to attend a General Meeting, the member/lead member may vote in writing or appoint a Proxy to vote on their behalf by informing the Chairman in advance of the meeting.
e) Where proposals are made for major improvements or alterations to the boat the decision making process shall be as for amendments to the constitution outlined in section 8 below. All members will have accepted the boat when joining and this protects them against unannounced changes or major expenditure being agreed by a simple majority at a general meeting.
8. THE CONSTITUTION
a) Copies of this Constitution shall be provided to all prospective members, prior to joining, and shall be reissued to all members whenever amendments are made at a general meeting. Copies shall show the date of adoption and dates of subsequent amendments. Copies may also show explanatory notes that do not form part of the constitution and can be amended by the Secretary without formal assent from members. The distinction between notes and formal content shall be made clear using italics and coloured text. It is important for members and prospective members to have access to an up to date version. Notes may help members to understand the meaning and rationale behind the provisions.
b) Any proposed amendments to this constitution must appear in full on the printed agenda for a general meeting, must be circulated to all members not less than two weeks in advance of that meeting and must be carried by a majority representing not less than ¾ of the votes cast or in the case of Fundamental Principles and Practice (as shown in 3. b) above) by unanimous assent. Members may vote in writing or by proxy in the event that they are unable to attend. See also section 7. d).
c) Any amendments (proposed at the meeting) to changes published as per 8. b) will need to be ratified by a subsequent meeting or in writing by any members who voted in writing, unless the necessary majority of the total votes cast on the proposal itself is available at the meeting. Time for communication between member and proxy may be allowed, at the Chairman's discretion, in order to achieve this.
9. WINDING UP
a) Any proposal to Wind Up the club is to be treated as an amendment to the Constitution and as such is subject to rule 8. a).
b) In the event that the club is wound up, its assets and/or financial liabilities belong to the members in proportion to their respective shareholdings.