Club house address:
20 , Rue Jeanne D’ARC , 97133, Gustavia,
Saint-Barthélemy (aka St Barts), French West Indies.
Draft club rules for discussion as at 22nd of May 2016
1. This will be a not-for-profit association of members under the relevant French law 1901
2. For convenience the association will be legally formed initially by 2 members:
2.1. Sir Stelios Haji-Ioannou (Stelios) Stelios Haji-ioannou
2.2. Jean-pierre Hennequet (JP)
3. Once legally approved by the French prefecture , the association ( the Club) will invite other members to join . The target is to have a inaugural general assembly of all members before Christmas 2016 at the first club house in Gustavia
4. Name of the association : Gustavia Yacht Club
5. Intellectual property rights: Website : www.gustaviayachtclub.org and other URLs have been registered by Stelios. Moreover European trademark applications have been filed already by Stelios and the rights will be assigned to club legally once formed and before accepting other members. The club will also maintain a facebook page for promotion and communication and feedback with potential members. Once formed the club will maintain a closed group on facebook with its actual members. The logo of the club is now temporary and various designs will be proposed to members to be voted upon at the inaugural general assembly. Once adopted the logo will also be trademarked.
6. Purpose : The purpose of the association is to promote all not-for-profit yachting activities on the island of Saint Barts. The Club will be the centre of nautical life and develop team spirit and community of interest between the yachtsmen and yachtswomen of Saint Barths, thanks in particular to:
6.1. provide to its members of a meeting place in Gustavia (the Club House)
6.2. offer community activities such as organizing regattas, cruises, and sporting events,
6.3. The optimisation of purchasing costs by grouping demand of various nautical supplies and other related items
6.4. activities and actions allowing its Members to better know each other and the association to gain reputation,
6.5. The relations with all actors of the same activities in the world as well as with other ports, with the authorities and professionals in the port of Gustavia,
6.6. The organization of any activity likely to procure funds, such as the design and sale of exclusive products, the organization of accommodation, meals, meetings, cocktails, bar for its Members and their guests, signing of sponsorship agreement and "sponsorship" with any person or company wishing to offer its support,
6.7. And, more generally, all actions and activities, including real estate, communication and promotion directly or indirectly contributing to the achievement of its purpose.
7. Address of registered office: the apartment currently known as MAHI in the copropriete MARLIN ( 2nd door from the left on the street) , 20 , Rue Jeanne D’ARC , Gustavia. This is the triplex apartment with a total inside area of 100 square meters, owned by Stelios, of which the ground floor only will be rented by Stelios to the Club by entering into a separate lease agreement which will be approved by the inaugural assembly for a period of 34 (thirty four) months from December 2016 , not renewable. The rent will be set at a below market level of 100 euro per month. The other two floors will be kept by Stelios and temporary use can be granted to the club at Stelios’s discretion if there is need for more space.
8. Duration of association : unlimited (perpetual)
9. Categories of membership and levels of fees and voting rights
9.1. Each new member will have to be proposed by two existing members and be approved in writing by the board of directors of the association.
9.2. Founding members.
9.2.1. These will be individuals who will join the club and pay their dues between the “formative” general assembly of the 2 members above and before the 2nd general assembly (the “inaugural” general assembly) of the club expected around December , 2016
9.2.2. The joining fee will be waived for founding members.
9.2.3. The annual fee for founding members will be 1,000 (one thousand) euro per calendar year or part thereof , the first of which will have to be paid for 2016. Each founding member will have one vote
9.2.4. Those founding members who make a donation to the club of 20,000 euro or more (paid before the inaugural general assembly) will be called “ Founding Benefactors”. Benefactors will get permanent recognition on the website of the club and on a plaque in the Club House.
9.3. Membership types from 2017 : After the inaugural general assembly in December 2016 the membership classes will be organized as follows subject to the approval of the inaugural general assembly :
9.3.1. In future these can be changed only with the vote of the full general assembly of the association by a majority of 75% of those members voting on it.
9.3.2. Full members with voting rights (only individuals qualify – not companies – on the basis of one person one vote)
22.214.171.124. Each applicant for full membership has to be recommended by two existing full members in writing. ( the sponsors or godparents)
126.96.36.199. From 2017 the joining fee 2,000 euro
188.8.131.52. From 2017 the annual fee of 2,000 euro per calendar year or part thereof
184.108.40.206. Benefits: access to the club house with up to 5 guests
220.127.116.11. In the first season ( December 16 till March 17) and until an alcohol license is obtained the club house will offer complimentary (free) house wines. Otherwise members are allowed to bring their own bottles of alcohol for consumption in the Club House. After April 2017 and provided the necessary alcohol licence is granted then the Club House will operate a paying bar service, 6 nights per week, at reasonable pricing for the area.
18.104.22.168. Right to buy and display logoed items of the club including the flag ( the pennant) for their yacht
9.3.3. Visiting members for 1(one) month ( or part thereof ) 1,000 euro with access to the club house plus one guest for up to one month from payment but no voting rights
9.3.4. Local supporting member . annual fee of 500 euro per year with access to the Club House plus one guest but without voting rights. These members must demonstrate that they live and work on the island of st barts all year round.
9.3.5. Young members: under the age of 18 years old young members can join for 250 euro per year or part thereof but have no access to the bar nor any voting rights. They can enjoy the sporting facilities and sailing classes provided at cost.
9.3.6. Corporate members: from 2016 businesses with a presence on the island can join as corporate members in order to promote their products and or services to the members for a joining fee of 2,000 euro and the annual fee will be 3,000 euro per year. Corporate members can have access to the Club house with up to 4 people at a time. The corporate members may offer such access rights to their own customers for example as a benefit. The corporate members have no voting rights and enjoy no exclusivity in their sector. After 2017 the board may elect to give exclusive access by business sector of sponsorship for higher sums to be negotiated.
9.3.7. Honorary members: The board of directors may invite certain individuals of significant stature and reputation in the community to join as honorary members with out a fee . These members will have access to the Club House but no voting rights.
10. The Club will aim to establish affiliations with other Yacht Clubs around the world.
11. The Club will hold one annual general meeting of its members at the Club house each February , starting from the second year of incorporation ( ie. February 2018) and will publish its report and accounts on its website for the previous calendar year and put it for approval by the voting members. If the annual costs and revenues exceed 100,000 euros (in total) then the accounts must be audited by an independent auditor.
12. BOARD OF DIRECTORS : a minimum of 3 and a maximum of 11 members – none of the board members can receive any payment whatsoever from the club. And they must be current with the fees as full voting members. The board will meet at least 4 times per year but half of them can be by conference call .
13. Maximum length of service of President of the board : 3 consecutive years , then will have to step down from the presidency for another 3 years before seeking re-election
14. Maximum length of service of board member should be10 consecutive years. After that they will have to step aside from the board for one year before seeking re-election. This rule can be waived if there are no other candidates at the elections and/or the board size falls below 3 members
15. The Club must run a balanced budget each year . i.e. the costs must be less than the revenues in each calendar year.
16. The Club must not be allowed to borrow money. The Club cannot take on any leases unless these are approved by the general assembler by a vote of 75%.
17. No employees (only contractors) for the first 2 years and then not until the recurring membership income reaches 200k euro per year
18. Stelios via his Foundation will make the first endowment (patrimony) of 100k euro in cash as soon as the bank account is open with BNP Paribas in Gustavia. This sum will be used to pay the expenses of the club for the first year until the recurring income covers the running expenses. A second donation of 100k euro will be made in December 2016 before the inaugural general assembly.
19. The Club will always have the policy of maintaining appropriate bank mandates so that at least two members of the board will have to sign to pay funds from the bank account.
20. All membership fees will be collected by credit card payments and not in cash.
21. Stelios will make a pledge for an additional 300k euro in cash to part fund a freehold property purchase in Gustavia for the long term Club house. This pledge is good for 3 years from the inaugural general assembly if the club I still in good standing and an appropriate freehold property in Gustavia has been identified at a market level of cost.
22. All sums held as Patrimony to be invested in time deposits only with banks such as BNP and CA at the local branches.
23. Property purchase using the patrimony from donations for the long term club house to be approved by vote of the general assembly within 30 months of establishment. If the finances do not allow a property purchase in Gustavia then a second 3 year lease to be entered and voted for by the assembly at market rates and after considering all market available options .
24. All information and Club rules including audited accounts to be always published on the website and the facebook page for full transparency
25. The official language of the Club will be the English language. Any documents that must be in the French language according to French law will be translated by the club to English for the benefit of its members.
26. End of rules
27. See the first cut of the budget of fees for the years 2016 and 2017 HERE.