And below an important explanation as to why we are proposing this new constitution.
Click Here for the Existing Memorandum of Articles which are to be replaced by the proposed Constitution.
MYC Incorporation and the History of Companies Law in Victoria.
To understand why we need to have a new constitution one needs to understand a bit about the history of the Club’s incorporation.
Mornington Yacht Club was founded in 1946, hence our 70th birthday celebration this year.
The Club was incorporated in September 1964 under the Companies Act 1961 Victoria some 18 years after formation.
Why did this occur? To limit members’ liability as the Club was incorporated as a company limited by guarantee.
Why was this so important? Legal action taken against another club resulted in all their members having to contribute financially to a settlement. The Yachting Council of Victoria now Yachting Victoria recommended to clubs that they incorporate so that their members’ liability was limited. Under our current Articles of Association that amount is 10pds.
However in the mean time the Commonwealth and State Governments were making attempts to bring State companys’ acts together under a uniform Commonwealth Act.
This led to a national/federal/commonwealth Corporations Act 1989.
The Corporations Act 2001 (Cth) superseded the Corporations Act 1989 (Cth) to become the legislation governing corporations today. This was only enacted following a reference of power by the States through State legislation transferring corporation’s power to the Commonwealth.
Companies Act 1961 Victoria was repealed 10th February 2010 and MYC incorporation was brought under the Commonwealth Corporations Act 2001 which remains in force today.
Today MYC although having Memorandum and Articles of Association dated 1964 is still subject to the Corporations Act 2001. The revision of our constitution is therefore to make the document relevant to the current law and revise some concepts that are no longer in vogue with those of 1964.
Where is a new constitution now? Draft 1 was presented to the General Committee at its October 2015 meeting. It was agreed that this document would be sent out for a legal review. The General Committee received the reviewed draft with comments at its December meeting and the Corporate Governance sub-committee has now implemented the recommended changes to produce a final draft for consideration of the membership.
When will the members get to view this final draft? Here it is now, please see the copy attached.
When will the members vote to adopt the new constitution? The final document will be an item of special business for the AGM in June this year.
Stephen J. Bardsley,
Corporate Governance Sub-Committee.