PMB&SC LTD Trading as Cardiff bay yacht club
Agenda

1. To receive and agree as substantive, the Draft Minutes of the last Annual General Meeting held on 29th March 2023. Please Click Here to view the “Draft AGM Minutes 2023”.

​

    2. To receive the Officers’/Section Reports for 2024. Please click here to view the reports 

​

• Commodore (Simon Watts)

• Vice Commodore (Huw Bumford)

• Rear Commodore (Harvey Preston)

• Treasurer (James Dwyer)

• Membership (Clare Doust)

• Training Centre Principal (Matt Sayer)

• Sailing (Mike Hatherall)

• Angling Section (Paul Akerman)

​

   3. To receive and approve the Balance Sheet and Statement of Accounts for the financial year ending 30 November 2023.

        Please click here to view the accounts

       If there are any questions arising from the Accounts they must be submitted to admin@cbyc.co.uk  by 17th March 2024.

  

  4. CoM’s Statement on Member's submissions.

​

  5. To consider the following proposed Resolutions and Special Resolutions:

     

      Voting will be facilitated by the use of Voting Cards provided to each Full and Life Member only. Members will be asked to hold their card           in the air to be counted.      

 

Resolution A  

​

Membership Fees for 2024/25: The Council of Management has proposed that the following joining and annual (unless otherwise specified) membership fees for 2024/25 are submitted for members’ approval:

​

Joining Fee                                        £ 100.00 

Full member                                       £ 295.00

Crew Member                                    £   85.00

Junior member                                  £   45.00

Associate member                             £   40.00

Student member                               £   70.00

Temporary member                          £     3.50   per day

 

NOTE: The rights of each category are at section 4 of the Articles of Association. Life Members, (4.1.2) and Honorary Members, (4.1.3) are not listed above as special conditions apply to these categories.

​

Special Resolution B 

​

That the Articles of Association are amended so as to ensure that the rights of Members to call an Extraordinary General Meeting reflect the requirements of the Companies Act 2006, as follows:

​

Article 5.3.2 is deleted and replaced with the following:

​

“5.3.2 a Members’ requisition agreed by not less than 5% of the total Members having the right to vote at the date the requisition was made.”

​

​

Special Resolution C

 

That the Articles of Association are amended to create a new class of membership for CBYC “Young Adult Membership” for young persons aged 18-28 to encourage participation in boating / social activities and use the club facilities.  The objective is to remove financial barriers to participation through a lower fee that is affordable to young people.  The voting proposal is: The AGM agrees to the creation of a new Young Adult Membership class in the CBYC Articles of Association (as detailed below), for young persons who wish to regularly participate in club boating and social activities at CBYC.

 

The proposed amendments to the Articles of Association are as follows:

 

Article 1.1.17 is deleted and replaced as follows:

 

1.1.17. “Member” means a person duly admitted as a member of the Company in accordance with these Articles, and the membership of the Company shall consist of the following classes of member, which are more fully defined in, and shall have the rights attached to their respective classes of membership as set out in, articles 4.1.1 to 4.1.5 (inclusive), 4.1.7 to 4.1.10 (inclusive) of these Articles:”

 

To introduce a new Article 1.1.17.9 as follows:

 

“Young Adult Member” means a student member of the Company who has been duly admitted as a Member in accordance with article 4.1.10

 

To delete Article 4.1 and replace it with the following:

 

“The membership of the Company shall consist of Full Members, Life Members, Honorary Members, Associate Members, Junior Members, Student Members, Temporary Members, Crew Members and Young Adult Members which shall constitute different classes of Members but, save as expressly stated in these Articles, shall confer the same rights upon the holders thereof and rank pari passu in all respects:”

 

To introduce a new article 4.1.10 as follows:

 

 “4.1.10. Young Adult Members

 

Young Adult Members must be aged between 18 and 28 years old at the date of confirmation or renewal of their membership. Young Adult Members will be required to pay a joining fee and an annual subscription as determined by the Council of Management from time to time. Young Adult Members may apply to be Full Members and will be liable to pay an annual subscription as determined by the Council of Management from time to time but will not be liable to pay a joining fee. Each Young Adult Member shall have one vote and shall be entitled to attend and vote at general meetings of the Company upon production of his voting card.”

 

Section 2 of the CBYC rules and bye-laws is similarly proposed to be amended.

​

The fee for a Young Adult Member should be 60% of the Full Membership fee; noting that the business to be transacted at the Annual General Meeting includes the setting of annual subscription fees under article 7.1 of the Articles of Association.

 

​

 Special Resolution D

 

That the Articles of Association are amended so that members have a wider choice in electing Flag Officers than is currently the case, to ensure the Club is run by democratically elected members. The proposal is to amend Article 9.1.5 to enable a Member of 5 years to be able to stand for election as a Flag Officer regardless of whether they have previously been elected to the Council of Management. The detailed proposal to amend the Articles of Association is as follows:

​

Article 9.1.5 is deleted and replaced as follows:

​

“No member shall be eligible for nomination as a Flag Officer, unless they have been a Member and/or a Partner of a Member who has been a Member for a period of five consecutive years or they have previously served on the Council of Management for a period of one year.”

 

​

 

 Resolution E

 

Membership of the Council of Management (CoM)

 

All members of the CoM, other than the President and Vice President, are by default directors of PMB&SC Ltd.

​

The following, in line with the Company’s Articles of Association, are willing to stand as Flag Officers / Officers / Elected Council Members on the Council of Management (CoM):

 

          FLAG OFFICERS

​

          Commodore:                     Huw Bumford: Uncontested

          Vice Commodore:             John Lewis: Uncontested

          Rear Commodore:             Peter Askew

                                                       Ricky Farbrother

          OFFICERS

 

          Treasurer:                             James Dwyer: Uncontested

          Honorary Secretary             Roger Wallington: Uncontested

          Membership Secretary       Andy Wilmott: Uncontested

          Training Centre Principal    Matt Sayer: Uncontested

          Sailing Secretary                 Peter Muskett: Uncontested

​

Other current Council Members and new nominations who are willing to stand for election as Elected Members:

​

          Stuart Preece                     Existing CoM Member

          Mike Hatherall                   Existing CoM Member

          Mike Steel                          Existing CoM Member        

          Paul Ackerman                   Existing CoM Member

          Alan Thorne                       New Nomination

          Andrew Carnegie              New Nomination                  

          Nick Hankins                      New Nomination          

​

Article 8.1 of the Articles of Association defines the maximum number of positions on the Council of Management (CoM) as 14. This number excludes the President and Vice President.

​

All new nominations received in compliance with Articles 9.1.4, and 9.2.4 of the Articles of Association and lodged with the Office by the close of 21st February 2024 are detailed on the ‘Nominations Page’. 

​

There are two nominations for Rear Commodore and seven nominations for Elected Member. A vote will take place to determine who is appointed to each of these positions.

 

All other positions on CoM are uncontested and not subject to a vote.

​

Resolution F

​

President/Vice President: In accordance with Article 10, the CoM will now invite two Members to fill the position of:

​

• President of CBYC for 2024/25

• Vice President of CBYC for 2024/25

​

Resolution G

​

To approve the re-appointment of the Auditors (Gordon Down) and remuneration of £4,875 ex VAT for 2024/25.

​

6. Questions:

 

A full and detailed answer can only be given to written questions. These should be submitted to admin@cbyc.co.uk by 17th March 2024.​

​

7. Close

 

To close the 2024 AGM of PMB&SC Ltd (t/a Cardiff Bay Yacht Club)

​