THE STATUTE OF THE CLUB

The Statute

                                                                                                        Y.C.P.R. STATUTE

Art. 1 - CONSTITUTION AND OBJECTIVES OF THE ASSOCIATION

The Association referred to as “Yacht Club Porto Rotondo” amateur sporting association, Y.C.P.R. for short, is based in Porto Rotondo (OT).

The objectives of the non-profit association Y.C.P.R. are to promote the development of both sail boats and motor boats as well as sports fishing, diving and in general all nautical sports; to promote sailing through teaching of the sport from young age is a primary objective for the Y.C.P.R. with the aim to achieve important national and international goals.

All political arguments are banned within the Yacht Club Porto Rotondo, as Y.C.P.R. an Italian non-profit apolitical association.

No Member may obtain any type of patrimonial advantage for his status within the Association. It is furthermore forbidden the direct or indirect division among the Members of residual credit or surplus income and of funds, reserves and any estate which constitutes the Club’s Assets.

The Association conforms to the regulations and directives of the CONI (Italian National Olympic Committee), to the Statute and regulations of the FIV (Italian Sailing Federation) and to the rules of the national sporting federations to which it is affiliated.

Art. 2 - FLAGS - BURGEE

The Y.C.P.R. burgee features are the Saint George’s Cross on a white background, in the centre the Lion of Saint Mark holds the Sardinia flag.

Art. 3 - ADMINISTRATIVE BODIES

The Club’s administrative bodies are:

  1. the Assembly;
  2. the Board of Directors;
  3. the Honorary President;
  4. the President;
  5. the Commodore;
  6. the Vice President;
  7. the Treasures;
  8. the Auditors;
  9. the Board of Arbitrators;
  10. the Executive Director of the Association.

3.1 They are elected to office for a term of three years from the date of election and they can be re-elected. They carry out their duties free of charge, however refunds for costs incurred are allowed, accompanied by all relevant documents and following the authorization of the Board of Directors. Duties from all of them cannot be delegate and they cannot hold positions of responsibility in other sporting associations or businesses which operate in the same sporting field as the Association.

Art.4 - GENERAL ORDINARY ASSEMBLY

Ordinary General Assemblies are held at least once a year to:

  1. approve the balance sheets;
  2. elect, at the end of their relative terms, the Board of Directors, the President, the Vice President, the Treasures, the Executive Director of the Association, the Honorary President, the Commodore, the Board of Arbitrators and the Auditors;
  3. pass resolutions on items on the assembly’s agenda.

Assemblies are called whenever they are necessary by the Board of Directors, or whenever written requested by 30% of Members. All the Members are called to the Assemblies. Assemblies are summoned by the Board of Directors by registered letter, or by notification sent by suitable means providing proof of receipt and indicating the place, date and time of the Assembly and the order of the day, sent to all Members at least twenty days prior to the date of the Assembly.

An Assembly in first meeting will be held to be valid if the number of Members in person represent the absolute majority and resolutions are passed by a majority of votes cast by Members present or represented. After one hour from the first meeting, the General Ordinary Assembly is valid whatever is the number of Members present. The resolution may pass by a majority at least 50% plus one of votes cast by the Members presents.

Balance sheets and other items on the agenda’s assembly are available at the Members Secretariat at least ten days prior to the date of the Assembly.

All Assemblies are attended by a President, a Secretary and two or more counting agent, elected by a simple majority of present in the Assembly, among Members not included in the Board of Directors. Each Member may represent no more than six Members by proxy. Voting can be both secret or recorded.

Art. 5 - EXTRAORDINARY ASSEMBLY

Assemblies are called whenever they are necessary by the Board of Directors, or whenever written requested by 30% of Members and addressed to the President of the Association. Extraordinary Assemblies are called to:

  1. vote on resolutions regarding modifications to the Statute of the Association;
  2. winding up of the Y.C.P.R.

Such an Assembly is held to be valid regarding modifications to the Statute of the Association where the number of Members present in person is 30%.

The Association may only be wound up by a Members’ Extraordinary Assembly. Winding up of the association will be deliberated with the supporting votes, in both the first and second convocations, of at least 75% of Members using only their own personal voting rights, use of proxies is excluded. A request by Members to call an Extraordinary Assembly in order to deliberate the winding up of the Association must be presented by at least 3⁄4 of Members holding voting rights, use of proxies is excluded. Assemblies are summoned by the Board of Directors by registered letter, or by notification sent by suitable means providing proof of receipt and indicating the place, date and time of the Assembly and the order of the day, sent to all Members at least 30 days prior to the date of the Assembly. The Extraordinary Assembly’s procedures will follow the same procedures as for General Assemblies.

Art.6 - PRESIDENT OF THE ASSOCIATION

The President is elected by the General Assembly. Before the normal law courts, administrative jurisdiction, financial jurisdiction and/or any other form of jurisdiction, the legal representative of the Club is the President of the Association.

The President presides over the Board’s Assemblies, coordinates the Board’s activities and he may sign for and behalf of the Club. The President, if deemed appropriate, can invite a competent person to join the Board’s Assemblies in order to resolve some particularly issues. In extremely situations, the President may adopt decisions, which must be ratified later by the Board of Directors.

In the absence of the President of the Association the Vice President presides over the Club’s activities.

Art. 7 - BOARD OF DIRECTORS

The Yacht Club Porto Rotondo is governed by a Board of Directors composed of a ten Members. The Members of the Board of Directors are elected to office for a term of three years from the date of election by vote at a General Assembly. They can be re-elected and they must be appropriately qualified Members. In the case of cessation of the role of member of the Board of Directors, for whatsoever reason, on the part of one or more members, the Board of Members will co-opt an eligible Member in order to fill the position. Co-opted members will hold their position until the following General Assembly.

The same procedure will be used to replace those Members of the Board of Directors who miss their duties, in particular in order to those who do not attend three consecutive meetings without justified reason. In this case, the Board of Arbitrators will evaluate the situation and deliberate on the case. The competent judge is the Board of Arbitrators.

If during the three years office, the number of members of the Board of Directors see an abandonment of 50%, the Board of Directors will present resignation and new elections are summoned as soon as possible. In the event that the President passes away the Vice President preside’s over the Club’s activities.

Art. 8 - POWERS OF THE BOARD OF DIRECTORS

The Board of Directors has maximum powers to administer the Club. It is also called upon to supervise all the Club’s activities and is empowered to find out anything of direct interest to the Club and take all the decisions it feels fit or necessary to accomplish the Yacht Club Porto Rotondo’s goals in the interest of the same.

The Board of Directors activities are:

  1. draws up the Association’s budget, the Association’s Balance Sheets and draws up the annual report accompanying the financial statements;
  2. establishes admission and annual membership fees for each membership category.
  3. deliberates on the acceptance or removal of Members;
  4. sets out criteria for the investment and the use of the Club’s resources, capital and funds destined for use in sporting activities, cultural or environmental initiatives or other goals;
  5. may create committees and special committees, if necessary, for studying problems and to promote and/or organize sporting, social events and/or receptions – in conformance with and relating to the Club’s objectives - and to organize the Club’s internal services and other Club activities.
  6. organizes sports competitions, conferences and meetings in general and partecipate in events organized by other companies and organizations;
  7. takes disciplinary measures against Members indicate in article 8 and takes care of the respect of the Association;
  8. summons the Ordinary General Assembly and the Extraordinary General Assembly and attend them;
  9. issues new rules of the Regulation;
  10. may temporarily replace a Member of the Board of Directors by co-optation until ratification by the General Assembly. Meeting will be held to be valid if  at least half of the members of the Board of Directors are presents. Resolutions will be carried by the majority of the votes, except in those cases referred to point 9 where resolutions will be carried by 50%+1 of the members in charge. Where votes are tied the President, or Vice President in his absence, will have the final yes. The Board of Directors is empowered to nominate a Secretary, not necessarily from within the Club itself. The Secretary is in charge to draw up the minutes of the Board of Directors’ meetings and the minutes must be signed by him.
  11. resignation of the Board of Directors may be: a) resignation of the President b) indefinite impediment of the President; c) contemporary resignation from at least half of members of the Board of Directors and from the President d) missing the approve of the balance sheets e) resignation from at least half of members of the Board of Directors. In those cases the President and the Board of Directors remain in office for ordinary administration duties until held of the Extraordinary General Assembly, no later than 90 days. In absence of the President, the Vice President substituted by the Vice President.

Art.9 - HONORARY PRESIDENT

The nomination for the Honorary President is proposed by the Board of Directors to the General Assembly from among those who have been Y.C.P.R. President. The Honorary President may attend all the Assemblies and meetings of the Board of Directors. In agreement with the Board of Directors, the President establishes the Club’s general strategies for its goals and development and is a reference point for all Members. The charge is elected for life.

Art.10 - COMMODORE

The nomination for Commodore is elected at a General Assembly, and he is a member of the Board of Directors. The Commodore is responsible for all aspects pertaining to the Association’s sporting activities and represents the Association in its affairs with Government Bodies and with national and international sporting authorities. The Commodore follows directives issued by the Board of Directors and works in close contact with the President and coordinates the Sports Director, that he is entrusted with organizing and dealing with all technical and operational aspects of the Association’s sporting activities, following guidelines set down by the Commodore in line with the general program and financial plan established by the Board of Directors.

Art.11 - VICE PRESIDENT

The Vice President collaborates with the President in the fulfillment of his duties and may stand in as his substitute in the President’s absence or if he is unable to carry out his duties.

Art.12 - TREASURES

The Treasurer, nominated by the Assembly, is member of the Board of Directors. The Treasures keeps the Association’s accounts, records income and outgoings of any nature, settles expenditure on authorization from the President, the Commodore and from the Board of Directors and administers the Association’s funds according to directives issued by the Board of Directors. In matters that are the responsibility of the Auditors, the Treasurer will submit them to their attention.

Art.13 - EXECUTIVE DIRECTOR OF THE ASSOCIATION

The Executive Director of the Association is nominated by the Assembly and he is a member of the Board of Directors. The Executive Director of the Association is entrusted with organizing and dealing with all technical and operational aspects of the Association’s social activities, following guidelines set down by the President in line with the general program and financial plan established by the Board of Directors. The Executive Director of the Association coordinates the Secretary General, elected by the General Assembly. The Executive Director of the Association carries out his activity at the headquarters of the Yacht Club Porto Rotondo.

Among his duties, the Executive Director of the Association has the following roles:

  1. follows guidelines set down by the President and the Board of Directors;
  2. draws up the minutes of the Board of Directors’ meetings;
  3. keeping contacts with institutional organizations FIV - CONI;
  4. keeping correspondence with Members and with outside bodies and signs not legal documents.

Art.14 - THE BOARD OF ARBITRATORS

The Board of Arbitrators is composed of three Members. The Members of the Board of Arbitrators are not members of the Board of Directors and are elected at a General Assembly from among those Members who are 40 years old. The Arbitrators remain in office for three years. The President is appointed from among the members of the Board of Arbitrators. In the case of cessation of the role of Arbitrator, for whatsoever reason, on the part of one or more members, the Board of Arbitrators will co-opt an eligible Member in order to fill the position. Co-opted members will hold their position until the following General Assembly in which a new nomination will be made. The mandate of new members of the Board of Arbitrators expires at the same time as other serving members. The Board of Arbitrators has role indicate in article 7 and 22.

Art.15 - AUDITORS

The Board of Auditors is composed of three members, they are not members of the Board of Directors and they are elected at a General Assembly from among the Club Members who are preferably practicing auditors belonging to a professional auditing body. Auditors remain in office for three years. The General Assembly elect a President of the Board of Auditors who must belong to a professional auditing body. The Auditing Committee will submit a report on the end of year accounts at a General Assembly.

Art.16 - CONDITIONS OF ADMISSION

All individuals of any nationality and both sexes who are proven to be serious, moral and educational can be admitted to join the Association. Membership application must be presented to the Board of Directors and needs to be introduced by two sponsors, both must be Y.C.P.R. Ordinary Members. The form should be accompanied by the annual fee set by the Board of Directors and by a letter of introduction from the first sponsor, explaining why the candidate wishes to join the Association. For the Sporting Members, in addition to the signature of the two sponsors, the form must be signed by the person who exercise the legal power on them.

All Members must comply with the Statute of the Association, the House Rules, the decisions of the General Assembly and with the instructions and guidelines set by the Board of Directors.
The applications, listing the relative introductory Members, will be distributed to all Members after the Board of Directors’ meeting of preliminary examination of the candidatures. Members may communicate, exclusively in writing, any information regarding a candidate’s unsuitability, within 15 days of the date of the above mentioned letter, to the Board of Directors. Upon expiry of such period, after having considered any communications from Members to the Board of Directors, the Board of Directors will deliberate on the candidate’s application and decide on their admission. The Board of Directors’ decision on the application for admission of new Members is final and incontestable and motives for the decision will not be given. In any case an applicant who does not receive the approval will be refunded of the annual fee earlier paid. Members must pay an admission fee and an annual fee established yearly by the Board of Directors for each type of Membership.

The title of Ordinary Member can be transmitted on death. Surviving spouses or children of the deceased Member must apply for membership subject to the condition and procedure laid down in article 16 above with the exception of the necessity to be presented by two sponsors and payment of the admission fee.

Art.17 - RESIGNATIONS

Membership is lost through resignation. Members may resign from their membership at any time by notifying the Board of Directors in writing via registered mail, fax or e-mail. Resigning Members must however pay any membership fees outstanding for the year in course at the time of their resignation, except in the case of resignations previously tendered to the Board of Directors and received before payment date (31st March).

Art.18 - MEMBER CATEGORIES

The Y.C.P.R is made up by the following:

  1. Honorary Members;
  2. Founder Members;
  3. Meritorious Members;
  4. Ordinary Members;
  5. Sporting Members;
  6. Family Members;
  7. Junior Members;
  8. Institutional Members.

Art. 18.1 - Honorary Members

The title of Honorary Member is put forward by the Board of Directors and elected at a General Assembly, among famous personalities who for particular sporting and/or social merits, have given prestige to the Association. The admission fee and the annual fee are not due for Honorary Members.

Art. 18.2 - Founder Members

The title of Founder Member belongs by right to those who were present at the founding meeting of the Yacht Club Porto Rotondo. The title of Founder Member is for life.

Art. 18.3 - Meritorious Members

The Board of Directors reserves the right to appoint the title of Meritorious Member to Members who make important contributions of assets and/or services towards the achievement of the Club’s objectives. They are elected by the Ordinary General Assembly. 

Art. 18.4 - Ordinary Members

Ordinary Members (over the age of 18 years old) are elected by the Board of Directors among those who wish to take up the Association’s activities as laid down in this Statute.

Art. 18.5 - Sporting Members

Sporting Members are those under the age of 18 years old. Turning 18 years old they automatically become Junior Members. Sporting Members of the Y.C.P.R sailing school will be affiliate in respect to the Statute and Regulations of the FIV (Italian Sailing Federation).

The Board of Directors established yearly the annual fee for this type of Membership.

Art. 18.6 - Family Members

The title of Family Member is given at the the Board of Directors’ discretions to Members’ spouses and children aged between 14 and 18 years old (the right to the title of Junior Member ceases with effect from the eighteen birthday). The admission fee is not due, and the Board of Directors established yearly the annual fee for this type of Membership.

Art. 18.7 - Junior Members

The title of Junior Member is given at the Board of Directors’ discretion to Members’ children aged between 18 and 27 as long as they have no family of their own. Those 18 to 27 year-olds who have no family of their own and who wish to undertake the activities provided for in this Statute may do so following the procedure laid down for Ordinary Members (art.18). The right to the title of Junior Member ceases with effect from the twenty-seventh birthday. The admission fee is not due, and the Board of Directors established yearly the annual fee for this type of Membership.

Art. 18.8 - Institutional Members

The Board of Directors reserves the right to appoint the title of Institutional Members to non profit private or public institutions who make important contributions of assets and/or services towards the achievement of the Club’s objectives. Institutional Members are elected at the Ordinary General Assembly.

Art. 19 - RIGHTS OF MEMBERS

Ordinary Members have the following rights:

  1. to register the boats they own in the Club’s books;
  2. to vote at General Ordinary Assembly;
  3. to vote at at the Extraordinary Assembly;
  4. to introduce new Members, signing their membership application forms as a reference;
  5. to be eligible for election to the Board of Directors;
  6. to be summoned to take part in any Commission allowed under this Statute, or in Committees of Regattas or Juries, provided that they are eligible.
  7. to receive assistance from the Club to help in their sporting activities;
  8. visit the headquarters and use the social facilities in accordance with the regulations.

Sporting Members as well as Family Members have the right indicated in points 7 and 8 above mentioned.

Art. 20 - PAYMENT OF THE FEES - STRIKING OFF FOR ARREARS

Members fees and other fees established by the Board of Directors must be paid by 31st March year except in the case of resignations previously tendered to the Board of Directors and received before the payment date. After the deadline for the payment of annual fees the Member in arrears with payment will receive the relevant reminder via registered mail post stipulating a final date for payment. Should the Member fail to pay the annual fee by the final date indicated in the reminder, the Board of Directors may decide to expel the defaulting Member. Members who have owed the Club money for more than twelve months will be automatically struck off. Those Members who to cease to be Members of the Association, for any reason whatsoever, will no longer have any rights concerning the Association with, in turn, has no obligations towards them whatsoever.

Art. 21 - DISCIPLINARY ACTIONS

In the case of serious or repeated breaches of the Statute or internal Club Regulations, or in the case of actions detrimental to the interests of the Club, the Club’s Board of Directors may deliberate on disciplinary actions, these being (1) warning, (2) admonition, (3) suspension or (4) expulsion.

The Board of Directors informs Member - exclusively in writing - of the breaches that are addressed to him/her and, in the case of serious and repeated breaches, the Board of Directors will decide for a period of expulsion from any social club activity. The Member in question may request redress regarding the disciplinary sanctions applied by the Board of Directors, exclusively in writing.

The Board of Directors deliberates on disciplinary actions indicated in article 21 points (1) and (2) by a majority of votes; and it deliberates on disciplinary actions in article 21 points  (3) and (4) by votes at least 2/3 of the members. The Board of Directors’ decision will be communicated to the Member by registered mail. Within ten days of communication, the Member may appeal to the Board of Arbitrators. At this period of the judgment no new breaches can be charged. If the guilty part is a member of the Board of Directors, the relevant proceedings will be conducted in first meeting by the Board of Directors, with the obvious abstention of the guilty part, than in second meeting by the Board of Arbitrators that deliberates, if necessary, on temporarily suspension. The Board of Arbitrators’ decision will be communicate directly to the member of the Board of Directors and the member in question may request redress regarding disciplinary actions applied by the Board of Arbitrators, within ten days.

Art. 22 - THE Y.C.P.R.’S ADMINISTRATION

The Y.C.P.R in respect of the aims of its Statute is governed by the resolutions of the General Assembly and the Board of Directors and it is represented by the President or his/her delegates.

Art. 22 - HOUSE RULES

The activity of the Club is regulate by the House Rules, draw up by the Board of Directors.

Art. 24 - ACCESS’ RULES OF THE CLUBHOUSE

All Members, with the exception of Sport Members and Family Members, may invite their guests to the Club Headquarters. Date and name of the guests must be indicated in a book situated in the hall of the Club. Persons excluded temporarily or permanently from the Club cannot be invited. Members of other Yacht Clubs recognized with reciprocal or twinned relations are welcome.

Art. 25 - ARBITRATION CLAUSE

All disputes arising between the Association and Members and between Members themselves, will be subject to the exclusive competence of Tempio Pausania Court. All disputes arising between FIV Members, will be subject to Board of Arbitrators composed according to the rules of the Statute of the Italian Sailing Federation (Art. 64 - FIV).

Art. 26 - DURATION OF THE ASSOCIATION

The Association is based in Porto Rotondo and it has been constituted for an indefinite period of time. Further branches of the Association may be instituted in Sardinia or somewhere else, subject to approval by the Board of Directors. In case of winding up of the Association, the possible remaining balance will be donate to other amateur/non-professional sporting bodies with similar objectives.

Art. 27 - MEMBERSHIP YEAR

The membership year starts on 1st January and ends on 31st December. Due distinguishing features of Porto Rotondo the Association opens its doors mainly during the summer period. The opening months for the different sectors of the Club are established by the Board of Directors, in agreement with the General Ordinary Assembly.