Little Ship Club Rules and Minutes

1.1 The objects of the Club are:

1.2 To constitute regulate and conduct a club for yachtsmen for the purposes of:

1.2.1 encouraging and popularising seamanship, whether under sail or power in every way;

1.2.2 advancing the education and training of its Members and others in matters appertaining to navigation seamanship safety and good manners at sea and on inland waters;

1.2.3 providing a London Clubhouse as the Club’s headquarters;

1.2.4 equipping and maintaining such Clubhouse for the provision, so far as is practicable, of social facilities and amenities for its Members and their guests;

1.2.5 arranging recreational events for its Members and their guests;

1.2.6 providing and maintaining a library of books and other material for the use of Members; and

1.2.7 preparing and distributing to members by means of a journal or otherwise information, articles, accounts and advertisements likely to be of interest to Members as usually found in yachting publications.

1.3 To carry out these purposes in conjunction with the Company and any company subsidiary to or associated with the Company.

2.1 Membership of the Club is not transferable and Members of the Club shall be in the following classes:

2.1.1 Guaranteeing Members (in such categories as the Committee may establish from time to time), being persons of not less than eighteen years of age;

2.1.2 Honorary Members, who shall not be members of the Company;

2.1.3 Joint Members (in such categories as the Committee may establish from time to time) where two members in the same membership category live at the same address, shall be members of the Company if the membership category to which they belong is that of a Guaranteeing Member, otherwise they shall not be members of the Company;

2.1.4 Associate Members (in such categories as the Committee may establish from time to time) who shall not be members of the Company.

2.2 All Guaranteeing Members shall be deemed to have applied for membership of the Company in accordance with the Constitution of the Company and shall be entered on the register of members of the Company. Any Member ceasing to be a Member of the Club shall cease to be a member of the Company and be removed from the register save that he or she shall continue to be a contributory of the Company for twelve months after such removal.

2.3 Save as provided in this Rule 2.3, all Members (of every membership class and category) shall be deemed upon application for membership to have accepted all these Rules and to be aware of Rules 4 and 27 in particular. The Committee shall make such arrangements regarding Rules and House Rules as it deems appropriate for any class of Associate members established under Rule 2.1.4.

2.4 Intentionally left blank. 

2.5 Candidates for all classes of membership other than Honorary Member must be proposed by a Guaranteeing Member. The Committee:

2.5.1 shall from time to time determine the form and manner of application and election to membership;

2.5.2 shall consider and if appropriate approve those proposed for membership and may decline to elect any person without giving any reason therefore;

2.5.3 has power to invite any person to become an Honorary Member for such period (including life) as the Committee may decide; and

2.5.4 may delegate to each of the Commodore and the Secretary the power to grant Honorary Memberships of periods not exceeding one month.

2.6 Following the decision of the Committee as to the election of an applicant for membership, the Secretary shall send to the applicant either:

2.6.1 a notification of election together with a copy of these Rules, a list of current Flag Officers, Officers and Committee Members and (if the applicant so requests) a copy of the Constitution of the Company; or

2.6.2 notification of non-election together with a refund of any money paid by the applicant.

2.7 Upon payment by the elected applicant of such entrance fee and subscription as shall then be due he or she shall become a Member of the Club in the designated class.

3.1 Entrance fees and categories and rates of subscriptions relating to membership shall be set and varied from time to time by the Committee.

3.2 Annual subscriptions (except first subscriptions payable on application for membership) shall be due on the commencement of the Subscription Year provided that the Committee is empowered:

3.2.1 to grant concessions as it may deem fit in respect of Members elected other than at the commencement of the Subscription Year; and

3.2.2 to make provision for the payment of subscriptions quarterly or at such other interval as the Committee may deem convenient.

3.3 Any membership subscription overdue in whole or in part for a period exceeding one month shall be notified to the Member by the Secretary and, if it shall remain unpaid for a period of two calendar months from the due date for payment, the Committee may at its discretion suspend or expel the Member from membership and take such measures to recover the money due as it shall consider necessary. At the discretion of the Committee such Member may be restored to membership on payment of such arrears as the Committee deems appropriate.

3.4 Only Guaranteeing Members whose subscriptions are not in arrears and who are not under suspension are entitled to make nominations, requisition meetings and polls vote, appoint or act as a proxy, or take part in any ballot at any Meeting of the Club or the Committee.

4.1 A Member may invite a non-member as a guest or visitor to the Clubhouse or to participate in events organised by the Club provided that:

4.1.1 the member is responsible for the conduct of and all financial obligations to the Club incurred by such guest;

4.1.2 such guest does not visit the Clubhouse more than four times in any one Subscription Year ; and

4.1.3 before inviting any guest or visitor onto the Club premises or to participate in any Activity organised by the Club the member will make such guest or visitor aware of Rule 27.

5.1 The Club’s defaced blue ensign may only be worn in circumstances where the skipper of the vessel is in possession of a valid permit to do so issued by the Club. The conditions set out in such permit must be strictly observed.

6.1 Subject to any statutory provisions applicable to the Company, the Committee may determine that any notice, paper or report which the Committee or the Secretary is required to send to Members in accordance with these Rules may be sent by electronic means to such Members who have provided the Secretary with an email address. Nothing in this Rule relieves the Club of the obligation to send such notice, paper or report by post to Members who have not provided an email address.

7.1 In no circumstances shall any Member of the Club directly censure or reprimand any of the Club’s or the Company’s employees, including the Secretary, or the employees of any of the Club’s contractors (“Staff Members”). Any complaint relating to the conduct of a Staff Member shall be addressed to the Secretary, or, if relating to the Secretary, to the Commodore or a Vice- Commodore and will be dealt with in accordance with the Staff Member’s employment contract or the Club’s contractual arrangements with the employing contractor.

8.1 The Club expects reasonable and courteous behaviour from its Members towards each other and towards all Staff Members.

8.2 The Committee may suspend a Member from membership for up to three months or expel a Member from membership when in the reasonable opinion of the Committee it is in the best interests of the Club to do so. In the event that the Committee resolves to suspend a Member, it shall give that Member reasonable opportunity to provide a written explanation of the circumstances which gave rise to such suspension. If the Committee is satisfied with such explanation, the suspension will be lifted and membership resumed. If it is not so satisfied, the Member will be expelled from membership with immediate effect and notified accordingly by the Secretary.

8.3 All rights and privileges of Membership shall cease during such period of suspension as the Committee may impose in accordance with Rule 8.2.

8.4 A Member may resign from membership at any time by written notice of resignation to the Secretary and such resignation shall take immediate effect.

8.5 A person shall remain liable for his or her subscription for the then current Subscription Year notwithstanding his or her resignation, suspension or expulsion from membership.

8.6 No member shall knowingly invite Members under suspension or persons who have been expelled from membership as guests or visitors to the Clubhouse or to events organised by the Club.

9.1 The Committee shall as soon as is convenient after each AGM elect a Guaranteeing Member to be President of the Club for the ensuing year and next AGM.

9.2 The President shall not be a member of the Committee nor have any right to participate in nor have any responsibility for the management of the Club save as a Guaranteeing Member and as Chairman at any AGM or Special Meeting of the Club and pursuant to Rule 25.

9.3 The Committee may waive the subscription payable by the President

10.1 The Committee may propose to the Members at the AGM the election of one or more Vice-Presidents from among the Club’s Guaranteeing Members with Honorary Life status. The number of Vice-Presidents so elected shall not exceed three. [Rule 10.1 amended 8 March 2016]

11.1 The following shall be the Flag Officers of the Club: the Commodore; two Vice- Commodores and all Rear-Commodores.

11.2 The following shall be Officers of the Club: the Honorary Treasurer; and the Honorary Solicitor. They shall each carry the Flag rank of Rear-Commodore and be entitled to fly the pennant of a Rear- Commodore on any appropriate vessel in which they are acting in any capacity as a member of the crew.

11.3 The Committee shall comprise:

11.3.1 the Flag Officers, Officers, Committee Members; and

11.3.2 the Secretary.

11.4 Subject to the operation of Rules 12, 14.17, 14.19 and 14.23 all Flag Officers, Officers and Committee Members shall be proposed and elected at an AGM and shall also serve as Directors.

12.1 The Secretary shall be appointed by the Committee on such terms conditions and remuneration as the Committee shall decide.

12.2 The secretary of the Company shall be the person so appointed by the Directors.

12.3 The appointments under Rules 12.1 and 12.2 may be of the same person.

12.4 The Committee shall be responsible for and prescribe the duties of the Secretary which may include the making of such returns, statements, applications and filings as shall be required under the Companies Acts, Licensing Acts, Gaming Acts and any other legislation or regulation relevant to the activities of the Club or the Company.

12.5 The Secretary is not subject to any other of these Rules as to qualification or term of office and this Rule is paramount.

12.6 The Secretary shall not be a Director.

12.7 If at any time there shall be no appointed Secretary any notices required under these Rules shall be sufficiently given if given to or by the Commodore.

13.1 The Committee shall consist of not less than ten and not more than fifteen Guaranteeing Members elected at General Meetings (save for the application of Rules 14.17 and 14.23) and the Secretary.

13.2 The Committee shall include the Commodore, both Vice-Commodores, not more than five Rear Commodores, the Honorary Treasurer, the Honorary Legal Advisor and the Secretary.

13.3 The Committee shall give notice to the Secretary at least four weeks prior to the Nomination Date in every year of the number of Committee posts vacant and available for election according to current needs.

14.1 Commodore

14.2 A nominee for election as Commodore shall have served as a member of the Committee for at least two years.

14.3 A Commodore shall serve in that capacity for one year and be eligible for reelection thereafter but shall not serve as Commodore for more than two consecutive years, save with the consent of the President’s Committee, which may not in any circumstances authorise service in excess of four consecutive years. The annual subscription which would otherwise be payable is waived at the beginning of the subscription year for a Member then serving as Commodore.

14.4 Vice-Commodores

14.5 A nominee for election as Vice- Commodore shall have been a Member of the Club for at least two years and served as a member of the Committee or any Subcommittee for at least one year.

14.6 A Vice-Commodore shall serve in that capacity for one year and be eligible for re-election thereafter but shall not be eligible for re-election as a Vice-Commodore for more than three consecutive years, save with the approval of a majority of the then existing Directors who may annually extend the period of eligibility by further periods of one year subject always to rule 14.25. [Rule 14.6 amended 5 March 2013]

14.7 Rear-Commodores

14.8 A nominee for election as Rear- Commodore shall have been a Member of the Club for at least two years and served as a member of the Committee or any Subcommittee for at least one year.

14.9 A Rear-Commodore shall serve in that capacity for one year and be eligible for reelection thereafter but shall not serve as a Rear-Commodore for more than four consecutive years.

14.10 Committee Members

14.11 A nominee for election as Committee Member shall have been a Member of the Club for at least one year.

14.12 A Committee Member shall serve in that capacity for one year and be eligible for re-election thereafter but shall not serve as a Committee Member for more than six consecutive years.

14.13 Honorary Treasurer

14.14 The Honorary Treasurer shall be a Guaranteeing Member and a Combined Committee of Accountancy Bodies (“CCAB”) – qualified accountant, and on election shall hold office as a Director. A nomination for election as Honorary Treasurer must first have been approved by the Committee and notified to the President's Committee [Rule 14.14 amended 7 March 2017] .

14.15 An Honorary Treasurer shall serve in that capacity for one year and be eligible for re-election thereafter, but shall not serve as Honorary Treasurer for more than four consecutive years.

14.16 Honorary Legal Advisor

14.17 The Committee shall at its first meeting after each AGM appoint a Solicitor or Barrister who is a Member to be the Honorary Legal Advisor. The Honorary Legal Advisor shall be invited but not obliged to hold office as a Director but may only do so as a Guaranteeing Member [Rules 14.16 and 14.17 amended 7 March 2017].

14.18 Committee Associates

14.19 The Committee may co-opt Members of the Club to serve with it as Committee Associates, provided that a Committee Associate may only serve until the AGM following the co-option at which AGM that person must submit to election or cease to serve.

14.20 No Committee Associate shall be entitled to vote at Committee nor shall he or she be a Director.

14.21 All appointments and co-options by the Committee shall have the approval of a majority of the then existing Directors.

14.22 Vacant offices

14.23 The Committee may at any time fill a casual vacancy for any Flag Officer, Officer or Committee Member. Such person shall hold office until the next AGM. The Committee may remove any person so appointed.

14.24 Overall limitations on Committee service

14.25 No person shall serve on the Committee (whether as a co-opted, appointed or elected member thereof) for a continuous period exceeding six years (excluding the period such person may serve as Commodore) and all Rules as to terms of office shall be subject to this Rule save that a person:

14.25.1 who is disqualified from election or appointment as a Flag Officer, Officer or Committee Member by this Rule shall again be eligible after an interval which is in excess of thirteen months;

14.25.2 may be elected to serve as an exception to this Rule at an AGM by three quarters of those present and entitled to vote.

14.26 Periods of service in office are calculated to the dates of AGMs (excluding extensions for purposes of hand-over at the first Committee meeting after an AGM) and a person serving for more than six months immediately prior to an AGM is deemed to have served one year at that AGM.

14.27 All Flag Officers and Directors finishing the term for which they were elected or appointed shall hold office until the end of the AGM but may be removed before the expiry of the term of office by the Club in General Meeting.

14.28 The Committee may at any time remove a Flag Officer, Officer, or Committee Member whom it has appointed or elected.

14.29 A Flag Officer, Officer or Committee Member shall cease to hold office if he or she is disqualified from holding office as a Director of the Company.

14.30 Unless the Committee resolves to the contrary, any Director who is absent from all meetings of the Committee held during any period of six months, or from half the meetings of the Committee held in a Subscription Year, shall be deemed to have resigned from the Committee and as a Director. At the next meeting of the Committee following such absence the Directors of the Company shall resolve to accept such resignation from the Company’s Board.

15.1 A nomination for the election of a Flag Officer, Officer, Committee Member or elected member of the President’s Committee must be made to the Secretary with an accompanying letter from the nominee consenting to serve if elected:

15.1.1 by two Guaranteeing Members in writing to the Secretary not later than Nomination Date or

15.1.2 by the Committee (at its option) in the event that either no proper nomination has been received under Rule 15.1.1 or that a vacancy arises between Nomination Date and the AGM.

1

16.1 If there shall be more candidates nominated for election than there are vacancies, a ballot shall be held and the result announced at the AGM. If the number of candidates shall be equal to or less than the number of vacancies such candidates shall be deemed to be elected.

16.2 If a ballot shall be required, the Secretary shall act as Returning Officer for elections of the Club’s Flag Officers, Officers, Committee Members and Elected Members of the President’s Committee and shall cause the names of all candidates their proposers and seconders, to be entered in ballot papers in a form approved by the Committee and be sent by post to all members entitled to vote at least 21 days before the AGM. The ballot shall be conducted as a secret ballot and the ballot paper shall be drafted accordingly. The Secretary shall make provision for recording the identity of Members who vote.

16.3 The ballot paper shall be accompanied by the names of those deemed elected under Rule 16.1 and a written election address, subject to such maximum length and in such format as the Committee may determine, on behalf of each candidate for election who so wishes. No Member of the Club may circulate or cause to be circulated, whether by hand, email, advertisement or post, any other written material relating to an election, whether in support of or in opposition to any candidate or candidates. Nothing in this rule prevents the oral expression of support for or opposition to any candidate or candidates by any Member, including such candidates themselves.

16.4 Properly completed ballot papers received by the Secretary not later than 5.00 p.m. on the Working Day falling six days before the AGM shall alone be taken into account and in the event of equality of votes the successful candidate shall be determined by lot.

17.1 Subject to the Constitution of the Company:

17.1.1 the management and control of the Club is vested in the Committee which may exercise all the powers of the Club not specifically reserved for a General Meeting of the Club or not inconsistent with any Resolution passed at such a Meeting, provided always that any such Resolution shall not invalidate any prior act of the Committee which would have been valid if such Resolution had not been passed;

17.1.2 the Committee may at any time make alter or rescind any regulations in respect of Club premises and property or the conduct of members in the Clubhouse or at events organised by the Club provided that nothing is done which is inconsistent with these Rules and that the Club may by Resolution in General Meeting (carried by a simple majority) alter such regulation;

17.1.3 no act done by the Committee or any Sub-committee or any Officer or Committee member or Committee Associate shall be invalidated by a subsequent discovery of some defect in the appointment of any such Committee or person;

17.1.4 the Committee shall ensure the control of the finances of the Club and the proper maintenance of banking and accounting records of the Club which shall constitute the books and accounts of the Company and which shall comply at least with the requirements of the Constitution of the Company and of all other statutory requirements including the production of annual accounts to be audited by the Company auditors and submitted to the AGM for approval with similar provisions as to notice of Meeting as those which apply to the Company.

17.2 The Committee shall cause written Minutes (duly approved and signed by the chairman of the relevant meeting) to be kept of Meetings of the Club, the Committee and Sub-Committees and such Minutes shall be prima facie evidence of the facts stated therein including, if relevant, the majority by which a Resolution was carried. All such Minutes shall be available to Members, save where they relate to confidential matters including but not limited to litigation and those concerning Staff Members.

17.3 Any three Directors may jointly in writing require the Secretary to call a Meeting of the Committee which shall then be called by the Secretary on not less than seven days’ notice (save in case of emergency).

17.4 The Committee shall meet not less than four times per year. The quorum shall be not less than five Directors and meetings shall be chaired by the Commodore or, failing him, such Flag Officer or Officer as the Committee shall agree. The chairman shall have a casting vote at its meetings. The Secretary may not take part in discussions or vote on any resolution relating to his or her own remuneration or other contractual arrangements. In all other respects the Committee shall regulate its own conduct.

18.1 At the first meeting of the Committee after each AGM the Committee shall appoint such Sub-committees as it shall consider necessary (each to be chaired by a Flag Officer, Officer or Committee Member) and delegate to them as it sees fit the powers to deal with such responsibilities, management, special activities, subjects or departments of the Club as may seem to it convenient.

18.2 Each Sub-committee shall:

18.2.1 consist only of members of the Club and include at least one Flag Officer, Officer or Committee Member;

18.2.2 only have authority to contract debts or liabilities on behalf of the Club with the written or minuted authority of the Committee which shall set and monitor financial limits for all Sub-committees;

18.2.3 take and keep Minutes of its meetings and the chairman thereof shall send copies of all minutes promptly to the Secretary and to the Committee; and

18.2.4 have a sufficient membership to ensure that all the responsibilities of the Subcommittee are pursued and monitored.

18.2.5 (subject to the directions of the Committee) set its own quorum and rules of conduct, but a meeting may be summoned by any Flag Officer, Officer or Committee Member who is a member of the relevant Sub-committee.

18.3 The President’s Committee is not a Subcommittee.

18.4 The Committee may determine that any committee or other formally constituted group of Members formed to promote one or more of the objects of the Club is a Subcommittee for the purposes of Rule 14.

19.1 No Director shall receive any remuneration for his or her Directorship or Committee membership.

19.2 No Member, or former Member whose membership has not ceased for at least 12 months (a “Recent Member”), nor any spouse, partner or child of such Member or Recent Member (a “Relation”) shall be an employee of the Club or the Company.

19.3 No Member, Recent Member, or any Relation, nor any company, partnership or other business enterprise in which any of them has an interest in excess of 10% shall be paid by the Club or the Company as a contractor unless the Committee resolves by a three quarters majority:

19.3.1 that services comparable to those provided by such contractor cannot be obtained elsewhere at lower cost; or

19.3.2 that such services cannot be obtained elsewhere at the time they are required; and

19.3.3 that it is in the best interests of the Club and the Company for such contractor to be retained.

19.4 Nothing in this Rule 19 prevents the reimbursement of legitimate expenses to Members by the Club or the Company.

20.1 The Club shall hold an AGM once in every calendar year on the same day as and immediately following the Annual General Meeting of the Company and with the same notice, subject to a minimum of 21 days. Such AGM shall consider the following business:

20.1.1 to receive the reports of the Flag Officers, Officers and Committee;

20.1.2 to elect Flag Officers, Officers, Committee Members and President’s Committee members;

20.1.3 to transact any business of which Special Notice has been received;

20.1.4 to consider informally any other business of which no Special Notice has been received and in respect of which no Resolution may be proposed or passed.

20.2 A Special Meeting of the Club need not be held on the same day as a General Meeting of the Company, although it is subject to the same provisions as to notice, subject to a minimum of 21 days. Subject to Rule 23, a proposal considered by a Special Meeting may be amended by the Meeting without notice.

20.3 Special Meetings may be called:

20.3.1 by the Committee at any time upon giving the required notice;

20.3.2 at the request of at least five per cent of the Club’s Guaranteeing Members, subject to a minimum of twenty Guaranteeing Members in the manner prescribed for requisitioning Extraordinary General Meetings of the Company; or

20.3.3 pursuant to Rule 25.7.1

20.4 The Chairman at an AGM, a Special Meeting of the Club or a General Meeting of the Company shall be the President, but, if he or she shall not be present or willing to act, then a member of the President's Committee, the Commodore, a Vice- Commodore, a Vice-President, or a Director chosen by the Meeting shall preside.

20.5 If the Committee considers it necessary or in the best interests of the Club, an AGM or a Special Meeting may, subject to Rule 21 and the other provision of this Rule 20, and with the agreement of the President’s Committee, be held electronically or virtually or be held as a physical meeting and electronically or virtually at the same time, with such arrangements for proxies, admission to, polls and voting at the meeting as the Committee deems appropriate.

21.1 Five per cent of the Club’s Guaranteeing Members, subject to a minimum of twenty Guaranteeing Members, present and entitled to vote, shall constitute a quorum for an AGM or a Special Meeting.

21.2 If no quorum shall be present within half an hour of the appointed time for an AGM or a Special Meeting, the Meeting shall stand adjourned to a date time and place appointed by the chairman of the Meeting and advised to Members by post or in accordance with Rule 6. The notice of meeting required in accordance with Rules 20.1 and 20.2 need not be repeated unless the adjourned date be more than twenty eight days later.

22.1 Subject to Rule 23, every question submitted to an AGM or a Special Meeting shall be decided first by a simple majority on a show of hands, but a poll may be demanded (save for the election of a Chairman or the adjournment of a Meeting) by the chairman or not less than ten Guaranteeing Members present in person.

22.2 The Chairman of the Meeting shall direct the manner place and time of the poll but the demand for a poll shall not prevent the continuance of a Meeting for any other business.

22.3 Subject to Rule 3.4 a Guaranteeing Member shall have one vote in person or by proxy to another Guaranteeing Member or on a poll and every appointment of a proxy shall be in writing deposited with the Secretary not less than 24 hours before the time appointed for the Meeting, adjourned Meeting or poll.

23.1 These Rules may be amended at any AGM or Special Meeting by a Resolution approved by not less than three quarters of the Guaranteeing Members present in person or by proxy, provided that the proposer of such Resolution shall give not less than five weeks’ notice in writing to the Secretary who shall circulate such intended Resolution with the Notice of the Meeting.

23.2 Any Rule may be suspended for a specified purpose and period by a Resolution without notice approved at an AGM or Special Meeting by not less than three quarters of the Guaranteeing Members present in person.

23.3 The Committee may make any necessary minor corrections to the wording or numbering of these Rules (without altering any substantive provision) for the purposes of clarification.

24.1 The income and property of the Company shall be applied solely towards the promotion of its objects as set forth in its Constitution and no part thereof shall be paid or transferred directly by any way of dividend, bonus or otherwise howsoever by way of profit to members of the Company and no Director of the Company shall be paid by salary or fees, or receive any remuneration or other benefit in money or money’s worth from the Company for discharging his or her duties as such. If upon winding up or dissolution 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 Company, but shall be given or transferred to some other institution or institutions having objects similar to the Company and the Club.

25.1 The President’s committee shall comprise:

25.1.1 the President;

25.1.2 five elected members, being Guaranteeing Members each of whom shall have served prior to election at least five consecutive years of membership of the Club and at least three full years as a Director and shall (save for the application of Rule 25.8.3) be nominated for election to this committee in accordance with Rules 15 and 16, provided that no such elected member holding this office may do so for more than six consecutive years [Rule 25.1.2 amended 8 March 2016];

25.1.3 the Commodore;

25.1.4 any past Commodore (save in the first year following retirement from that office) whom this committee may unanimously co-opt for such periods as the elected members may determine;

25.1.5 any former member of this committee whom this committee may unanimously co-opt for such periods as the elected members may determine.

25.2 Save for the Commodore, no member of this committee may while holding such office be also a current Director, Flag Officer, Officer or Committee Member 25.3 In the absence of the President, this committee shall appoint one of the elected members to chair the committee.

25.4 The functions of this committee are:

25.4.1 to advise the Committee on its investment policy, any proposal to mortgage or charge the whole or part of the undertaking and property of the Club or the Company, and the issue of debentures, debenture stock or other securities;

25.4.2 to monitor the maintenance of the reputation traditions property and other capital assets of the Club and of the companies associated with the Club and bring relevant matters to the attention of the Committee

25.5 The Committee shall consider any advice and matters brought to its attention under Rule 25.4 at its next scheduled meeting and formulate a suitable response to this committee.

25.6 This committee may subsequently require the Secretary to convene, within 28 days of such requirement, a meeting of the Committee specifically to consider the advice and such matters brought to the attention of the Committee under Rule 25.4 and the members of this committee shall be entitled to attend and to speak at such meeting.

25.7 This committee may in the event that the Committee does not act to the satisfaction of this committee on the advice and matters referred under Rule 25.4:

25.7.1 require the Secretary or the Directors or the secretary of the company or the directors of any associated company to call a Special Meeting or a General Meeting of the Company or any associated company to consider such advice and matters;

25.7.2 conduct a ballot by post of the Guaranteeing Members in respect of such advice (in the manner required for elections for the Club) and at the same time distribute any Committee report on the issue in question, the result to be binding on the Club or (to the extent allowed by statute) the relevant company as a Resolution passed at a General Meeting or an Extraordinary General Meeting as the case may be.

25.8 This committee may:

25.8.1 regulate its meetings as it considers expedient, save that the quorum for a meeting or a decision in writing shall be three elected members or the President and two elected members and notice in writing of all meetings of this committee shall be sent to all members of this committee;

25.8.2 take professional and other advice in connection with its constitution and functions at the reasonable cost of the Club;

25.8.3 fill a casual vacancy for an elected member of this committee; such person to hold office at this committee’s discretion but not beyond the next AGM.

25.9 The members of this committee are entitled to require copies of the Minutes of the Committee and any Sub-committees.

26.1 For so long as the Company does not appoint independent statutory auditors for the purpose of auditing financial records and annual accounts, the Directors shall at each Company AGM lay before the Guaranteeing Members as ordinary business the appointment or reappointment of the Company’s Finance and Audit Panel (“the Panel”).

26.2 The Panel shall comprise three Guaranteeing Members, including at least one Guaranteeing Member holding a Combined Committee of Accountancy Bodies (“CCAB”) accountancy qualification: one nominated by the Committee; one nominated by the President’s Committee; and a third chosen by the other two. It shall elect one of its number who holds a CCAB accountancy qualification to be its chairman. No member of the Committee may be a member of the Panel. Any member of the Panel may be a member of the President’s Committee. No member may sit as a member of the Panel for more than six consecutive years.

26.3 The Honorary Treasurer and the Commodore will ordinarily be in attendance at meetings of the Panel.

26.4 The Panel will keep minutes of its meetings which will be available to the Directors and to the President’s Committee.

26.5 The Panel’s Terms of Reference shall be approved by the Directors after consultation with the President’s Committee and reviewed annually. Such Terms of Reference will include monitoring and reporting to the Directors on:

The integrity of the financial statements of the Company and the processes underlying them;

Significant financial reporting issues, judgements and policies;

The accounting standards applied;

The clarity, fairness and completeness of the accounts and disclosures made;

and

Internal controls and risk management systems.

26.6 Where the Panel is not satisfied with any aspect of the proposed financial reporting by the Company or with the internal controls and risk management systems, it shall report its views to the Directors and notify the President’s Committee of such report.

26.7 The Panel shall have access to the Company’s and the Club’s financial and accounting records and to those members of the Club’s staff involved in the preparation of such records. [Rule 26 inserted 7 March 2017]

27.1 The disclaimer which follows as Rule 27.2 forms part of these Rules. It is ordinarily displayed on publicity material relating to the Club’s Activities, and, by reason of its incorporation in these Rules, is applicable to such Activities whether or not it is so displayed.

27.2 The Little Ship Club (“the Club”) must make clear the basis on which it organises and you participate in the events that make up the Club’s varied sailing calendar. Those events may include fast cruises, yacht races, training events and social rallies (together “the Activities”). The Club introduces skippers and crews to one another, but it cannot warrant or certify the seaworthiness of vessels or the competence of individual skippers or crew. By taking part in any Activity, whether by putting to sea or crossing a start line, you agree –

that none of the Club, The Little Ship Club Limited (“the Company”), the Flag Officers, Officers, Committee Members, Directors and employees of the Club or the Company are responsible to you or others for personal injury, loss of life, loss of or damage to your, or anyone else’s, vessel or property arising from your taking part in the Activities. If you are a skipper, you also agree

that the decision to take part in or withdraw from any of the Activities is solely yours and that it is your responsibility to make sure that your vessel and its equipment are sound, that your crew are properly briefed as to safety on board and that both crew and vessel are suitable for the Activities in the conditions prevailing;

that any tidal or other navigational information offered by the Club is for guidance only and should be checked by you;

that the responsibility to arrange adequate and suitable insurance cover with sufficient geographical and territorial range, including third party liability cover for a minimum sum insured of £2.0 million, for any Activity is yours; and that the responsibility to arrange adequate and suitable insurance cover, including third party cover, for any Activity is yours; and [Rule 27.2 and the Club’s disclaimer amended at this bullet point 15 June 2010]

that you will draw this disclaimer to your crew’s attention before participation in any Activity. If you are a crew member, you also agree 

that the responsibility to arrange adequate and suitable insurance cover for any Activity is yours. Nothing in this disclaimer seeks to limit any statutory or common law liability that the Club or the Company may have for death or personal injury arising from the negligence of either.

Advisory Note

Members should be aware that yacht insurers and life insurers may regard some of the Activities listed above as “racing” within the terms of particular insurance policies and that not all policies cover such activity. Members should therefore check for themselves that their insurance protections provide adequate cover for the particular Activity in which they are taking part.

28.1 words importing the singular shall be deemed to include the plural and vice versa unless the contrary is expressly provided or is inconsistent with the context;

28.2 “Activity” means those activities listed in Rule 27.2.

28.3 "AGM" means the Annual General Meeting of the Club;

28.4 "Committee" means the Club Committee referred to in the Articles of Association of the Company as the Management Committee of the Club and comprising those persons listed in Rule 11.3;

28.5 “Committee Member” means a member of the Committee other than a Flag Officer, an Officer or the Secretary;

28.6 “Constitution” means the constitutional documents of Company as defined in Part 3 of the Companies Act 2006

28.7 "Director" means a director of the Company;

28.8 "month" means a calendar month;

28.9 "Nomination Date" means the date six weeks prior to the date of the AGM;

28.10 "Secretary" means the Secretary of the Club;

28.11 "Special Meeting" means a General Meeting of the Club other than an AGM;

28.12 “Special Notice” means five weeks’ notice in writing to the Secretary and signed by the proposer and seconder of a resolution to be considered at an AGM;

28.13 “Staff Member” means any of the Club’s or the Company’s employees, including the Secretary, or the employees of any of the Club’s contractors;

28.14 “Subscription Year” shall be the period of 12 months commencing on 1 November each year;

28.15 “Working Day” means Monday to Friday excluding Bank Holidays.

29.1 In the event of conflict between these Rules and the House Rules, the former shall prevail.

House Rules

These House Rules are established by the Committee under Rule 17.12 of the Club Rules.

1. These House Rules are intended to ensure the comfort and well-being of Members and their guests, and to avoid embarrassment. They are subject to revision by the Club Committee as necessary. In any disagreement about interpretation of these rules the Commodore shall have discretion.

2. A Member may introduce a non-member as a guest provided that such non-member does not visit the Clubhouse more than four times in any one Subscription Year. Members should sign in guests in the Visitors Book in the entrance hall and ensure that they abide by the House Rules. Members are responsible for any charges incurred by their guests.

3. Dress while in the Club should be, as a minimum, smart casual. This does not include shorts, studded, frayed, torn or overly faded jeans, t-shirts or trainers. In the event that smart jeans are worn, they should be accompanied by a collared shirt or blouse and shoes of an appropriate nature, which does not include trainers, plimsolls, other sports shoes or non-dress boots.

4. Outdoor clothing and briefcases should be left in the cloaks area, where locking facilities are available, and not taken into public rooms.

5. Although the Club’s public rooms may not be used for formal business meetings, the use of modest numbers of business papers is permissible provided that other Members are not disturbed. Laptop computers may be used in the Library, River Room and Claud Worth room, but only in the Clubroom between the hours of 09.00 to 12.00 and 15.30 to 17.00. They cannot be used in the dining room, except as part of a properly organised Club meeting, or when the room is in use by a commercial hirer.

6. Mobile telephones and music, video and games players may be used only in the cabins and reception areas, and then so as not to disturb others.

7. In accordance with the law, smoking is not permitted within the Club’s premises. Limited facilities for smokers are available outside the Club on the riverside.

8. The Club bar is open to Members and guests between 12.00 and 23.00 on weekdays only, excluding Bank Holidays. Except on Tuesday evenings and any other evening on which a Club function or training is being held, the bar will close at 20.00 if there is no Member in the Club at that time requiring service.

9. Livestock, with the exception of guide dogs, is not permitted on Club premises.

10. Gratuities may not be offered to any Club Staff Member. Members may show their appreciation at Christmas time when a collection will be made.

11. Any Member having a complaint about the conduct of any Club Staff Member (including employees of any of the Club’s contractors), any defect in the Clubhouse, any breach of the House Rules or any complaint about the food and drink served in the Clubhouse, should address such complaint to the Club Secretary and not directly to any other Staff Member. Any such complaints will be addressed by the Club Secretary or referred to the Club Committee, whose decision shall be final. In the event of conflict between these House Rules and the Club Rules, the latter shall prevail.