Constitution

TALLINN YACHT CLUB CONSTITUTION

I Name

  1. The yacht club is officially named Tallinn Yacht Club (TYK) and its board resides in Tallinn.
  2. TYK was established in 1910 and re-established on December 29th 1988 in Tallinn.

II General Clauses

  1. TYK is a non-profit organisation operating for the public benefit in order to develop sailing and ice-sailing skills among its members.
  2. TYK operates in accordance with laws and regulations of the Republic of Estonia, the Constitution of the Estonian Sailing Federation, the Constitution of the Estonian Ice-Sailing Federation, The Estonian Sports Charta and the current TYK Constitution. The club's goal´is not to gain profits from economic activities. TYK financial gains are used for achieving TYK Constitutional tasks and are not divided among the members of the club.
  3. TYK is a private legal entity.
  4. TYK has the sole right of use of its insignia.
  5. Official location of TYK is Tallinn, Harjumaa.

III TYK Goals and Activities

  1. The goals of TYK are:
    1. - Sailing and ice-sailing on a professional and non-professional level;
    2. - Promoting healthy lifestyle;
    3. - Promoting watersports;
    4. - Creating opportunities for sports and recreation;
    5. - Carrying on the club tradition.
  2. In order to fulfil the goals of the club:
    1. Gathers enthusiasts of sea-sports;
    2. Organises regattas, events, entries to competitions, supports and rewards athletes, coaches, judges and leaders. Stimulates people and organisations, who have stood out in the development of sports and gives out scholarships in accordance to the terms stipulated by the board;
    3. Develops relations with other clubs, with Estonian Sailing Federation and other organisations, companies and individuals in Estonia and abroad in order to further develop sailing and traditions;
    4. Participates in the research of Estonian ports and coastal area, in ensuring safe sea-faring and the protection of Estonian coastal nature;
    5. May buy or rent marina spaces, piers and other structures needed for the operating of the club;
    6. May operate a sailing school;
    7. May carry out courses for boat drivers and on other maritime subjects.

IV TYK Members

  1. Any person who accept and comply with the Constitution, who actively participate in the club life and make membership payments according to the TYK General Assembly decision, can be a member of TYK.

       Types of TYK membership:

  • Active members
  • Junior members
  • Honorary members

An active member is obligated to pay a yearly membership fee.
Junior membership is granted to an applicant under the age of 18. Junior members cannot vote or be elected to the higher bodies of TYK. The membership fee for junior members is 1/10th of the membership fee of an active member.
A junior member becomes an active member of the club the year of turning 18. In case a 18-year old active member continues his studies in the university or goes to the army, the membership fee is 1/10th of the membership of of an active member.
The TYK Board grants honorary membership to a person with significant contributions to the development of the club or with significant success in sailing. Honorary members are exempt form membership fee.

  1. In order to become a TYK member a written application has to be forwarded to the TYK Board, which will make a decision within 30 days of receiving the application. In the event of an application being denied by the Board the applicant has the right to turn to the TYK General Assembly for reconsideration.
  2. Membership fees of active members and junior members are decided by the TYK Board and approved by the TYK General Assembly. The membership of TYK cannot be transfered or bequeathed. In case of a person passing away the membership will be stopped.
  3. All members have the right to resign from the club after 30 days of submitting a written request stating the above.
  4. TYK Board can dismiss members if the member:
    • Does not comply with the TYK Constitution;
    • Has caused the club significant moral or material damage;
    • Regularly fails to obey orders from the TYK higher bodies;
    • Has failed to pay the membership fee (unless he/she has responded to the reminder in writing);
    • If membership ends during the financial year then the membership fee for the whole year is payable and non-refundable.
    • A dismissed club member has the right to have the decision of the Board reviewed by the TYK General Assembly.
  5. Right of TYK members:
    • Can participate and be represented at all TYK events;
    • Have full use of TYK sporting facilities according to TYK rules and regulations;
    • Can vote and be voted to the higher bodies of TYK, represent TYK, given such authority by the Board, in other organisations;
    • Can formally request information about the operating of the different bodies of TYK, make suggestions for development and acquire any other information from TYK;
    • Has the right of use of TYK insignia;
    • Has the right to resign from one’s membership.
  6. Obligations of TYK members are as follows:
    • Following the TYK Constitution and any other regulation, given it’s legality, posed by TYK bodies;
    • Developing and/or practicing at least one of the sports promoted by the club;
    • Attending TYK General Assembly meetings and meetings of different bodies of TYK, in the event of belonging to any of the above;
    • Making timely membership fee payments;
    • To use and look after TYK property in good faith;
    • Preserving and protecting the good name of TYK and its goals and principles.

V General Assembly

  1. The highest body of TYK is the Members General Assembly (GA). The GA is called together by the TYK Board at least once a year. The Board is also obliged to gather the GA if this is in the general interest of the club or a written request to gather the GA has been submitted by at least 1/10 of the club members. If the Board fails to gather the GA, the members who submitted the request have the right to gather the GA according to the same regulations as the Board. At least seven (7) days notice has to be given prior to a GA and the calling note has to include the following:
    • The time and place of the GA;
    • A draft agenda of the GA.
  2. The GA makes decisions on matters of the club if the current Constitution does not hand the decision-making down to the Board or any other TYK body.
  3. THE RIGHTS OF THE GENERAL ASSEMBLY:
    1. Changing the Constitution or goals of TYK;
    2. Deciding the closing of TYK, mergers or division of TYK;
    3. Deciding membership fees and payment schedule;
    4. Approving the yearly financial report;
    5. approving the budget and yearly activity plan;
    6. Approving the number of Board members;
    7. Appointing the TYK Commodore (Chairman of the Board), two Vice-Commodores and the Auditing Board;
    8. Approving or sanctioning the decisions of the Board or the accountant;
    9. The transfer or encumbrance of immovable or registered movables
    10. Opening additional TYK offices;
  4. The GA is chaired by an elected chairman,
  5. The GA is conducted according to the agenda. Voting is conducted according to club rules and regulations. If at least one (1)-club member requests secret polls for elections to any body then the secret poll system will be used;
  6. The GA is capable to make decisions if at least 50% of club members attend the GA. If a quorum is not gathered then the Board will call upon a new GA within three weeks of the original date. The agenda remains the same. If a Constitutional breach has occurred while calling the GA then the GA is only capable to make decisions if all club members attend. Any issues that have not been included in the agenda can be decided upon if all club members are present. A club member has one (1) vote at the GA.

  7. A decision has been approved if over half of the participants vote for the decision.

    • In case of changing the goals of TYK all club members have to vote for the motion;
    • Any member not attending the GA has to forward a written note on the subjects voted for;
    • A GA decision is passed without calling the GA together if all members accept it in writing;
    • A TYK member can not vote if the motion concerns financial contracts with the member or sanctioning the member;
    • If the GA decides on the matter of separate treatment/rights (giving or taking rights) of a club member then the above TYK member has to also accept the motion
    • Decisions on changing the Constitution can be made if at least 2/3ds of club members are present at the GA. A Constitutional change is passed when at least 2/3ds of attendees of the GA vote for the motion. The change takes effect after it is legally registered.
    • GA decisions can be dismissed/cancelled in the court of law after a TYK member’s or TYK Board members written request (within 3 months of passing the decision at the GA).

VI TYK Board

  1. Between GA-s the running of the club is managed by the TYK Board (7-11 members).
  2. The Chairman of the Board (Commodore) and the Board Members are elected by the GA for a term of three (3) years.
  3. The Board organises TYK activities and represents TYK in legal cases.
  4. Any contracts worth over a million Estonian kroons made by the Board on the behalf of the TYK have to be authorised by the GA.
  5. Board meetings are called upon by the Commodore or the Board secretary. Board meetings are held as often as needed but not less than four (4) times a year. Board members are sent a draft agenda and calling note at least seven (7) days before the meeting.
  6. The Board meeting is chaired by the Commodore, a Vice-Commodore or a Board members appointed by the Commodore. Board decisions can be made if at least half of the Board members are present and if at least the Commodore or one Vice-Commodore are present.
  7. A common majority is needed to pass a motion. If votes are even then the chairman of the meeting will cast the final vote.
  8. The chairman of the meeting and the note taker signs minutes of the Board meetings. the board meeting are being protocolled. Protocolls are signed by the chairman and the recorder.

VII Commodore (Chairman of the Board)

  1. The commodore (Chairman of the Board) represents the club.
  2. The Commodore is authorised to:
    • Organise the fulfilment of GA and Board decisions;
    • Plan and organise Board meetings and prepare topics for the Board meeting;
    • Organise the work of the Board;
    • Use TYK property according to the decision of the GA, sign contracts in the name of TYK according to the Board decisions;
    • Employ paid personnel;
    • Commodore’s duties may be handed to a member of the Board temporarily following a Board decision.

VIII Executive Secretary

  1. The Board may employ a paid TYK Executive Secretary who will:
    • Organise the fulfilment of decisions of the GA and the Board;
    • Handles TYK material and immaterial resources as stated by the Board;
    • Employ paid personnel and sign contracts with the authorisation of the Board;
    • organises the records management of TYK
    • Leads the work of TYK paid personnel;
    • Manages any other practical issues relating to TYK.

IX TYK Property and Finances

  1. 1. TYK property and finances cover:
    • Membership fees;
    • Donations made by individuals or companies;
    • Events organising;
    • Other income;
    • TYK has the right to hand out grants and awards;
    • Gathered resources are used to fulfil TYK goals. Donations are used according to the wishes of the donor and the Constitution and principles of TYK.

X Auditing

  1. The TYK Auditing Committee (AC) is an independent body of TYK. Members of the AC are elected for a two-year term. The members of the AC elect a chairman from the members of the AC. AC members may participate at Board meeting but are not allowed being Board members.
  2. TYK finances and economic activities, fulfilment of the GA and Board decisions etc are audited at least once a year and a report is subsequently handed to the Board and the GA.

     

XI TYK Merger, Liquidation etc

  1. 1. TYK mergers or liquidation is performed according to the Estonian laws and regulations for non-profit organisations.
  2. TYK liquidation requires a 2/3rd majority vote at the GA.
  3. In the event of liquidation TYK property is handed over for the purposes of achieving the principles set out in the current Constitution.