Constitution for Andante Owners Club
(formerly known as Wolverley Owners Club)
as adopted at the Inaugural Meeting of the then Wolverley Owners Club, on Sunday 5th February 2017, and amended at the general meetings on 9th November 2019, 31st October 2020 and 5th December 2020.
1. THE ORGANISATION
a) The organisation shall officially be known as Andante Owners Club, hereinafter referred to as ‘the club’.
b) The club is an association of owners in the Narrowboat Andante that exists to manage the operation of the vessel on behalf of those owners.
c) In all respects, the name Andante refers to the vessel formerly known as Wolverley (registered number 508845) and the name Andante Owners Club refers to the organisation and membership formerly known as Wolverley Owners Club.
2. TERMS USED IN THE CONSTITUTION AND AGREEMENT
a) The term 'member' refers to any owner of a part or whole of one or more shares in Narrowboat Andante. 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-tenth (10%) share in Andante 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. From time to time, votes will be cast by email – see 6 d) and 8 f).
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.
f) The term ‘special share’ refers to the single share owned by Mel and Marie Croft & family which carries the entitlements specified in section 5 b) until it is sold, or its special share status is surrendered, at which time it becomes an ordinary share with entitlements accordingly.
g) The term ordinary share refers to the remaining shares, for which the entitlement is as specified in 5 a).
h) The term bonus week is any week allocated over and above the basic entitlement (5 a) & 5 b) below) and for which an additional charge may apply.
i) The term ‘peak time’ refers to the period June to August inclusive.
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.
b) These fundamentals include:- 'pet friendly' and ‘non-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; allocation scheme and protected special share as defined in 2 f).
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).
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 instalments 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.
e) Members share liability for any financial commitments that the club legitimately incurs in pursuit of its purpose as declared in 1 b) above.
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.
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.
h) Members have a duty to make an appropriate practical contribution to looking after the vessel, either during their allocated time on board, during scheduled work parties or at their own convenience when the vessel is between bookings. The membership may from time to time define, in terms of person/days equivalence, a minimum commitment per share, subject to consideration of extenuating circumstances.
a) Each ordinary share carries an initial allocation entitlement of one week in peak time, another two weeks in British Summer Time (B.S.T.) and a further week in winter.
b) The single special share carries entitlements to:- priority allocation of weeks that, for the schools concerned, are outside term times; two weeks in the period May to August; a further week in B.S.T. and a week in winter. A subscription surcharge of 25% applies to this share.
c) After the initial allocations are completed, bonus weeks may be requested and paid for at a rate agreed by the membership.
6. 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 10% 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.
c) Shares may only be sold to buyers who can show appropriate practical competencies and a willingness to contribute their 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.
e) Where it is deemed to be in the best interests of the members, the club may decide to purchase an available share at a price up to the maximum as specified in 6 b),
a) The club shall elect executive officers at the AGM as follows:-Chairperson; Treasurer; Secretary and Manager.
b) The club may 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.
c) In the event that officer vacancies arise between AGMs, ‘virtual’ elections may be held utilising the ‘Andanteowners’ forum and voting by email replies. All members shall be deemed present. Minutes shall be circulated after the conclusion and ratified at the subsequent AGM.
e) The club shall elect an auditor at the AGM, who shall not be a signatory on the club’s bank accounts, nor related to the Treasurer, to audit the accounts of the next financial year.
a) The financial year shall be from 1st October to 30th September, allowing time for accounts to be audited before the AGM.
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 Manager shall be equipped with a debit card, on the club’s bank account, that has single authorisation. The manager may use this for routine purchases of maintenance consumables and for other items where consent has already been agreed at a general meeting, via the forum or by the executive in accordance with 8. (e) below.
d) Wherever possible, expenditure will be supported by an invoice or receipt. These will often be hard copies of digital ‘originals’.
e) 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.
a) An Annual General Meeting shall normally be convened during the October to December period, to include Officers’ Reports, election of officersfor 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 EGM shall be called by, or on behalf of, the Secretary in response to a majority decision by the executive officers or 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 Chairperson 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 10 below.
f) General meetings may take place via video conferencing, in which case they shall be deemed equivalent to meetings held in person.
10. 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.
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 8. d).
Any amendments (proposed at the meeting) to changes published as per 10. 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 Chairperson's discretion, in order to achieve this.
11. 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 10. b).
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.