Constitution

Association of Yacht Support Services
Constitution
1. NAME
The name of the non-profit making Trade Association shall be THE ASSOCIATION OF YACHT SUPPORT SERVICES

2. OBJECTIVES AND AIMS
The objectives, for which the Association is established, are defined as follows:
2.1. To serve, watch over, promote and advance the interests of superyachts:
a) By upholding a professional code of conduct to provide a high quality service to clients
b) Ensuring that the membership consists of the majority of those eligible
c) Representing the superyachting Industry to official bodies
d) Liaising with other trade associations on matters of mutual interest
e) When the need arises, presenting the industry, in a positive fashion, to the general public.

2.2. To promote the welfare of the members of the Association, within the framework of international law, by:
a) Providing a forum to establish standards and referral procedures
b) Arranging meetings and opportunities to ‘network’ and discuss common problems and interests
c) Organising activities of any kind which will promote the Industry or the Association to the benefit of members
d) Informing members about legislative developments affecting the industry

2.3. To promote assistance to users and potential users in the selection and use of The Association of Yacht Support Services members by:
a) Extending awareness through public relations, advertising and other marketing activities
b) Promoting good practices in health and safety and environmental management.

3. REGIONS
The Association shall be divided into regions, determined by Council from time to time, to service the needs of its worldwide membership.

4. MEMBERSHIP
4.1. There shall be four categories of Membership of the Association, namely Full Membership, Prospective Membership, Associate Membership and Corporate membership.

4.2. Full membership shall be open to companies which are actively engaged in providing services or products to the yachting industry and whose membership is, in the opinion of the Council of the Association, desirable.
Applicants for full membership will normally be required to provide information about:
a) Annual turnover
b) The period for which the applicant company has been supplying to the superyacht Industry
c) Support and/or technical facilities available
d) Willingness to support and contribute to the objectives and activities of the Association
e) Evidence of the intent to be a long-term participant in the industry
4.3. Associate membership shall be open to companies which are engaged in any business ancillary to superyachting and who supply services to full members. The decision on applications by such companies shall be at the absolute discretion of Council.
4.4. Corporate membership shall be open to companies which are engaged in non-marine business and wish to supply non-marine services to full members. The decision on application by such companies shall be at the absolute discretion of Council.
4.5. A Full Member shall be eligible to propose members for, or serve upon, the Council of the Association or any special sectional committee and shall exercise one vote only per company in each matter put to the vote at the Annual General Meeting and any Special General Meetings of the Association,
4.6. An Associate Member shall be eligible to attend Annual General Meetings and Special General Meetings but may not vote at these meetings on matters which are put to the vote, such as election of Council members. Trade members are not eligible for election to Council but may serve on special interest groups or steering committees, subject always to the approval of Council.

4.7. A Corporate Member shall be eligible to attend Annual General Meetings and Special General Meetings but may not vote at these meetings on matters which are put to the vote, such as election of Council members. Corporate members are not eligible for election to Council but may serve on special interest groups or steering committees, subject always to the approval of Council.

4.8. A Prospective Member shall be eligible to attend Annual General Meetings but may not vote at these meetings. Prospective members are not eligible for election to Council but may serve on special interest groups or steering committees, subject always to the approval of the Council.

5. APPLICATIONS FOR MEMBERSHIP
An application to become a member of the Association shall be made in writing to the Secretary or Executive Director of the Association and shall specify the name and place of the business of the applicant. Such applications shall be on the form available for this purpose and shall include the information requested on that form. All members of the Association shall be given the opportunity to comment in writing within fourteen days on the suitability or otherwise of any potential member. If not voted by the membership an applicant may be elected at the discretion of the majority vote of Council. The Association reserves the right not to assign any reason for any rejections.

6. RESIGNATION
A member wishing to resign from the Association shall give six months notice in writing to the Secretary or Executive Director of the Association, to expire at the end of the current year of the Association,
If a member fails to give six months notice of resignation he shall be invoiced for half of the annual subscription agreed for the year following and shall be liable to the same extent as the other members for any financial commitment entered into by the Association prior to receipt of his written resignation.

7. CESSATION OF MEMBERSHIP
Membership shall cease:
a) If the member withdraws under the provisions of clause six.
b) If the member company is dissolved or takes steps for liquidation, except for the purposes of reconstruction or amalgamation.
c) If the member’s subscription is unpaid six months or more after the date of the Annual General Meeting, unless Council decides otherwise.
d) If an unappealed arbitration award or a final judgment of a court of law is made against a member for a monetary amount in excess of US$ 1,500 (or the equivalent in a foreign currency) and such award or judgment remains unsatisfied for more than 21 days.
e) If in the opinion of Council, continued membership is deemed to be no longer consistent with the objectives of the Association.

8. FINANCE
The financial year of the Association shall run from the 1st July to the 30th June in the year following.

9. ANNUAL SUBSCRIPTIONS
The annual subscription and/or levy shall be such sum, as the Association, upon the recommendation of Council, shall determine. It shall be the responsibility of the Council, bearing in mind the financial situation of the Association, for the time being, to make such recommendation to the appropriate General Meeting. The subscription shall become due, in the case of existing members, on 1st October each year, and in the case of newly elected members, on the date of election, proportionate to the part of the year remaining.
Annual Membership subscriptions may be raised without notice by 2.5%.
Newly elected members shall pay a joining fee of $300 (or equivalent), or such other sum as from time to time may be determined by Council and shall not be entitled to participate in the activities of the Association until this fee and that part of the annual subscription which is due is paid.

10. COUNCIL, OFFICERS AND MANAGEMENT
10.1. Honorary presidency of the Association may be awarded on the recommendation of the Council with support by the majority vote of Full Members in a General Meeting. Such recommendation shall only be made if it is felt that special recognition should be given for services to the Association and the superyacht industry.

10.2. The management of the Association shall be the responsibility of Council.

10.3. A Chairman, being a representative of a full member, shall be appointed by the elected Council at the first Council meeting following the Annual General Meeting. He may hold office until the end of the first Annual General Meeting after his appointment. He shall be eligible for immediate re-appointment.
10.4. A Vice-Chairman, being a representative of a Full Member, shall be appointed by the elected Council at the first Council meeting following the Annual General Meeting. He may hold office until the end of the first Annual General Meeting after his appointment. He shall be eligible for immediate re-appointment.
10.5. The duties of the Chairman will be to preside over meetings of the Council and of the Association. In his absence these duties shall pass to the Vice-Chairman. In all matters put to the vote at any meetings of the Council or the Association the Chairman, for the time being, shall be entitled to exercise a casting vote.

10.6. A Treasurer shall be appointed by the elected Council at the first Council meeting following the Annual General Meeting. He may hold office until the next Annual General Meeting after his appointment and shall be eligible for re-appointment. The Treasurer will usually be a representative of a Full Member but, at the discretion of Council, may be an independent individual. In the latter case he will have no voting rights and he shall be paid such remuneration annually as the Council may from time to time determine

10.7. A Secretary or Executive Director shall be appointed by the elected Council at the first Council meeting following the Annual General Meeting. He may hold office until the next Annual General Meeting after his appointment and shall be eligible for re-appointment. The Secretary or Executive Director will usually be a representative of a Full Member but, at the discretion of Council may be an independent individual appointed by the Council, subject to contract, for such period as the Council shall determine. In the latter case he will have no voting rights and he shall be paid such remuneration annually as the Council may from time to time determine. The Secretary or Executive Director shall keep a minute book recording all business of Council and General Meetings. He shall also keep all necessary books of accounts, with or without assistance, and be responsible for them to the Association through the Treasurer. He will hold the cheque book and be one of the signatories on the bank accounts along with an appointed member of Council. He shall carry into effect all lawful orders of the Association through Council and shall carry out all such other lawful duties as may be requested by the Council from time to time. He will be responsible for invoicing and collection from the association’s financial activities.

10.8 The Council may be comprised of twelve full members with a minimum of nine to be elected by the full members through their representatives at the Annual General Meeting. Each elected Council member shall stand for a three year term set in such a way as to have up to four Council members standing down each year. Therefore at each Annual General Meeting up to four new Council members may be elected. This is intended to provide continuity to the Council while guaranteeing a gradual turnover. If the Council deems it necessary, such elections shall be determined by secret ballot, the procedure for which shall be agreed by the Council. To ensure that no one region dominates the composition of Council, not more than two members from each region or Island groups can sit on Council, unless otherwise decided by Council.
10.9. Any elected Council member who misses three consecutive meetings shall cease to be a member and shall not be eligible for re-election at the next Annual General Meeting, unless otherwise decided by Council.
10.10. Nominations for Council, duly seconded, and with confirmation that the person nominated agrees to stand, shall reach the Secretary of the Association not less than fourteen days before the date of the Annual General Meeting.

10.11. The Council shall have power at its discretion to fill Council vacancies from representatives of Full Members of the Association. All such members so appointed shall hold office only until the end of the Annual General Meeting following, but may present themselves for election.
10.12. The Council shall meet as often as circumstances require with a minimum being set at once a year. The quorum for Council meetings shall be five members personally present. Notice of council meetings shall be, as Council shall determine. Voting shall be by simple majority. Where necessary, in the event of a tie, the Chairman will have the casting vote.

10.13. The Council may from time to time form project groups to deal with any matter which they believe is best treated in such a way. They will select the project group chairman and decide the terms of reference and composition in broad terms.
Council may form steering committees relating to spheres of activity of the Association as appropriate. It is the responsibility of Council to review and monitor the overall performance of any committees or working parties reporting to them.
10.14. Council is responsible for deciding budgets and, therefore, subscription levels. In this process due note will be taken of the requirements indicated by any project groups and steering committees.
It is open to any special interest group within the Association to propose expenditure to Council for a matter of concern to its members but not necessarily to the generality of members of the Association. Should Council decide that such a proposal is appropriate, it may, in exceptional circumstances, allow for funding to be provided out of the general funds of the Association. In general, however, Council will take the view that the members of the special interest group shall fund any costs.

10.15. In the event there are surplus funds available to invest; the Council shall have the power at its discretion to invest in any lawful investment.
10.16. The Council shall have the power at its discretion to borrow money if it is deemed necessary by the Council to achieve the objectives of the association. The decision to borrow money will be determined by a quorum of the Council.

11. ANNUAL GENERAL MEETING
An Annual General Meeting of the Association shall be held each year, in a location to be decided by council, to receive and consider the audited statement of Income and expenditure, the balance sheet and the reports of the Council, to appoint
Auditors, to elect council members as the case may be and to transact any other appropriate business. It would be understood that the hosting country would make all the necessary arrangements for the meeting with the exception of the agenda of the meeting itself.
The Annual General Meeting shall be held not later than three calendar months after the end of the preceding financial year.
The calling notice, agenda and other relevant papers shall be circulated to members not less than twenty-eight days before the date of the Annual General Meeting.

12. SPECIAL GENERAL MEETING
The Council at its own discretion may convene a Special General Meeting of the Association or if so required by a notice signed on behalf of ten or more Full Members of the Association by their duly authorised representatives. Such notice shall state the business to be considered and shall be served on the Secretary not less than twenty-eight days before the Special General meeting is required. Not less than four days notice of any Special General Meeting of the Association shall be given to each Member. This shall be sent by email. Such notice shall state the purpose for which the meeting is called.

13. QUORUM FOR ANNUAL OR SPECIAL GENERAL MEETINGS
The quorum for an Annual General Meeting or a Special General Meeting shall be the representatives of one third of the total number of full members or the nearest number to that fraction as applicable. If no quorum is present the meeting shall be adjourned for seven days. If at the commencement of the adjourned meeting a quorum is not present then the representatives of members present shall be deemed to constitute a quorum.

14. PROXY VOTES
Full members unable to attend Annual or Special General Meetings may empower another Full Member with a proxy vote. Full members may only cast up to two proxy votes.

16. POSTAL VOTES
Full members may also make their voting wishes known in writing to the Secretary prior to Annual or Special General Meetings. All letters or faxes must be signed. Electronic mall will not be accepted.

17. AUDITORS
The auditors shall be appointed annually at the Annual General Meeting.

18. WINDING UP
At the request of 10 or more Full Members the Council shall call a Special General Meeting to consider the question of winding-up and if a resolution to that effect be carried by a two thirds majority of all Full Members of the Association, the Association shall be wound up and any surplus funds shall be divided amongst members in proportion to the total amount each member has contributed to the funds in the year then current. Any deficiency shall be recoverable from the members by contribution proportionate to subscriptions then current.

19. ALTERATIONS TO CONSTITUTION
An alteration to the constitution can be effected by a proposal of amendment to a General Meeting by two or more Full Members of which due notice has been given, provided that such proposal is carried by a two thirds majority of the representatives of Full Members present and entitled to vote at such a meeting.

20. GENERAL
Throughout the foregoing the use of the masculine gender is deemed to include the feminine gender.