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'Bon Viveur' Syndicate (BV1)
Shareholders' Agreement
Whereas a number of co-owners have come together to form a Syndicate
for the purpose of jointly owning and operating a Dutch Barge-style motor
cruiser known as Bon Viveur (the boat) on the continental
inland waterways, it is agreed as follows:
(I) The Parties
(1) The Owner. The present owner, Mr. Peter Sylvester of Mill House,
High Street, Pewsey, Wiltshire SN9 5AF, United Kingdom, having caused
the boat to be built by Classic Boat Builders whose yard is at Horton,
near Devizes, Wiltshire, said boat having the benefit of
a) twelve month's warranty from commencement of operations (March 2005),
b) a Boat Safety Scheme Certificate,
c) a Recreational Craft Directive Certificate of Compliance
d) a satisfactory Marine Surveyor's Report
e) a Certificate declaring that the owner has full title to the vessel
and that the vessel is not held as security for any loans or mortgages
hereby undertakes to sell the balance of thirty six equal shares in the
boat to Syndicate members at prices set out below. Each share represents
one thirty sixth part of the ownership of the boat together with fixtures
and fittings as set out in Appendix A and shall entitle the shareholder(s)
to a week's cruising between the dates also set out below.
The owner further warrants that no shares will be sold to any person who
has not signed this agreement and that he himself, as a de facto
shareholder, agrees to be bound by the terms of this agreement.
(2) The Syndicate. The Syndicate comprises up to twenty one members
or principal shareholders, each of whom may own a maximum of six shares
in the boat, with the sole exception of Peter Sylvester who retains ownership
of any unsold shares (which may in the early stages number more than six),
together with their accompanying rights and obligations as set out more
particularly below. The total number of cruising weeks to which a shareholder
may be entitled is known as the 'ownership period'. Each share entitles
the holder(s) to one vote in matters affecting the operation of the Syndicate.
Shares may be in any number of names up to four.
(3) The Shareholder(s).
Principal name (1)
Name (2) (contact no. )
Name (3) (contact no. )
Name (4) (contact no. )
Principal contact phone number (day):
Mobile no:
Email address:
The Shareholding. (specimen only)
Week nos. Dates in 2007 Price
34 12.00 Mon 29 Oct to 12.00 Mon 5 Nov £4950
Total Payable £4,950
(4) The Syndicate Management Committee Each year the Syndicate
must elect a management committee of a minimum of three and a maximum
of five members including chairperson, secretary and treasurer. A single
shareholder may assume more than one of these roles but the committee
must have at least three members in case one member has to withdraw where
a conflict of interest arises. Should this happen, the remaining members
may co-opt another shareholder on to the committee until the conflict
of interest has been resolved. In the absence of any volunteers, shareholders
shall be co-opted onto the committee by a process of ballot in which names
are drawn from a hat. After their term of office, co-opted committee members
do not have to enter another such ballot for five years, but may if they
wish.
(5) The Operator. Subject to a two thirds majority vote, shareholders
may appoint an operator or management company who will, subject to a separate
agreement with the Syndicate, undertake some or all of the following necessary
tasks during the thirty six weeks of the main boating season and, for major
service and repair operations, out of season if appropriate:
a) ensure that the boat is made available for the sole use and occupation
of syndicate members;
b) provide, as required, moorings for the boat which shall be accessible
at all normal times, having regard to any proposed work planned or undertaken
from time to time by the navigation authority - the Voies Navigables
de France (VNF). The operator may NOT change the moorings for the
boat without the prior written agreement of the Syndicate chairperson
who must consult shareholders;
c) pay such annual tolls/licences as may be required by the VNF;
d) service or arrange to have serviced and maintained all machinery and
electrical equipment, hull, superstructure, internal furniture and fittings;
e) cause the boat to be insured for all usual perils with a reputable
insurance company in the names of the Syndicate members and ensure that
a current certificate is on board the boat at all times;
f) supply and maintain six life jackets and such number of life belts
and other safety gear as are necessary for the proper operation of the
boat;
g) attend all meetings of the Syndicate's elected management committee;
h) cause the implementation of any recommendations or resolutions of the
said committee which have been confirmed by a two thirds vote of shareholders.
(6) In the event that shareholders opt to manage the operation of the
boat partly or entirely by themselves through the Syndicate management
committee, the obligations enumerated in this section will fall on the
individual shareholders during their period of ownership and/or on the
Syndicate management committee as set out more particularly in 'Rules
of Use' below.
(II) Purchase
(1) Shareholders shall pay the 'total payable' sum shown above on the
signing of this agreement. Also at the time of signing this agreement,
shareholders shall pay the sum of £250 per share/week into a central
fund to be administered by the Syndicate management committee, the proceeds
of which will be used to defray annual and other necessary costs which
are set out more particularly below. This fund will be topped up annually
or more frequently as determined by the Syndicate management committee.
(2) Cheques should be made out to 'Peter Sylvester' and sent to Mill House,
High Street, Pewsey, Wiltshire SN9 5AF.
(III) Shareholders' Rights
(1) Shareholders, having completed the purchase of their shares and for
as long as they have paid their proportional contribution to any communal
expenses (see below) and any other expenses to which they may have become
individually or communally liable (see below) by the due date, shall be
entitled to the following:
a) for each share they own, a one-thirty sixth part of the syndicated
assets as represented by the boat itself together with its fixtures and
fittings as set out more particularly in Appendix A and any additional
communal items that may from time to time be purchased with communal funds.
b) for each share they own, one week's sole use of the boat for cruising
or static mooring or a combination of both, changeover to begin at 10.00
hours and end at 15.00 hours on the day which marks the end of one ownership
period and the start of the next. Shareholders concluding their ownership
period agree to return to the designated base and fill fuel and water
tanks by 10.00 hours on the day of changeover, allowing sufficient time
for the boat to be cleaned before the next shareholder takes over at 15.00
hours.
c) the right to sell or bequeath their shares to whomsoever they please
subject only to giving other shareholders first refusal for thirty days
and to the purchaser or inheritor of the shares signing a copy of this
agreement in their own name(s)
(2) After 1 January 2015 and subject to a two thirds majority vote of
shareholders, the Syndicate may be dissolved and the boat may be offered
for sale, the proceeds of which will be distributed to shareholders in
proportion to the number of shares they hold, after deduction of marketing,
brokerage and other related expenses.
(IV) Rules of Use
(1) It is fundamental to the operation of this Syndicate that a named
shareholder shall always be on board when the boat is underway and shareholders
are fully responsible for the care of the boat during their ownership
period - irrespective of who is actually at the wheel.
Shareholders agree to ensure that any losses or damage caused during their
ownership period are made good with the least possible delay and inconvenience
to other shareholders. Significant losses or damage, whether or not covered
by insurance, should be notified immediately to the Syndicate chairperson
or a member of the management committee or operator as appropriate with
the minimum of delay. All losses and damage should be noted in the logbook.
(2) Repairs must be carried out by a qualified marine engineer or other
competent person and, for expenditure in excess of £200, estimates/quotations
must be approved by the chairperson of the Syndicate management committee.
(3) Each shareholder agrees that shareholders' liability for the consequential
costs of damage or loss or breakdown or mechanical failure is as follows:
Damage or Loss
a) If damage or loss is the fault of the shareholder and the damage is
not covered by insurance, the shareholder is liable for all costs.
b) If damage or loss is the fault of the shareholder and the damage is
covered by insurance, the shareholder is liable for the excess required
by the insurance policy (currently £250).
c) If damage or loss is not the fault of the shareholder and the damage
is not covered by insurance, the central fund will cover the costs,
by additional levy on shareholders if necessary.
d). If damage or loss is not the fault of the shareholder and the damage
is covered by insurance, the central fund will cover the excess
required by the insurance policy (currently £250), by additional
levy on shareholders if necessary.
Breakdown or Mechanical failure
a) If breakdown or mechanical failure is due to a shareholder's own negligence
or failure to follow the procedures set out in the boat's handbook, that
shareholder is liable for all costs.
b) If breakdown or mechanical failure is not the fault of the shareholder
and occurs within twelve months of completion of build, the defective
part will be replaced or repaired free of charge by the boat builder under
the terms of the warranty. Labour charges will also be borne by the boat
builder where it can be shown that the installation of the failed part
was also deficient and contributed to its failure
c) If breakdown or mechanical failure is not the fault of the shareholder
and occurs more than twelve months after completion of build, the costs
of repair and/or replacement will be covered by the central fund and by
additional levy on shareholders if necessary
(4) Disputes as to the existence or extent of liability will be adjudicated
by the Syndicate management committee. Members of the Syndicate management
committee who are personally involved in any dispute may not participate
in the adjudication process. If their withdrawal reduces the number of
committee members below three, the remaining member shall co-opt another
shareholder uninvolved in the dispute for the sole purpose of assisting
in the adjudication.
(5) If, by agreement between consecutive shareholders, the boat does not
return to base at the end of an ownership period, the onus for ensuring
that, at changeover, the boat is internally spotlessly clean (especially
WCs, shower filters and cooking equipment!) and tidy and externally as
clean as weather conditions permit falls on the shareholder whose ownership
period is about to end (the outgoing shareholder). Cleaning equipment
and materials will be available on board.
(6) In the event of an agreed changeover away from base, shareholders
dissatisfied with the condition of the boat at the start of their ownership
period and who are unable to persuade the outgoing shareholder(s) to fulfil
their duties should complain in writing, preferably with photographs,
to the management committee who will take the appropriate action which,
if the complaint is upheld, may include suspension and, ultimately, expulsion
of the offending shareholder(s).
(7) In the event of an agreed changeover away from base, it is the responsibility
of the outgoing shareholder(s) to give the operator, if any, notice in
advance that cleaning operations at base will not be required and to ensure
that everything is as ready for the next shareholder as it would be if
the boat were at base.
(8) It is the responsibility of the shareholder whose ownership period
is about to end to top up fuel and water tanks and to organise the safe
handover of keys to the next shareholder.
(9) Each shareholder must demonstrate his or her competence to pilot the
boat by obtaining an International Certificate of Competence together
with a CEVNI endorsement (Code Européen des Voies Navigables Intérieures).
This involves familiarisation with the signs and symbols found on European
waterways, passing a simple written test and having a
day's tuition at an RYA-approved training establishment. (This whole procedure
costs in the region of £150, is relatively painless and surprisingly
useful.)
(10) Other than a general injunction for all Bon Viveur shareholders
and guests to behave at all times with restraint and decorum, there are
a number of specific rules of operation designed to ensure the harmonious
operation of the Syndicate.
Rules of operation.
Shareholders, furthermore, agree
a) never to leave problems for subsequent shareholders to sort out;
b) to ensure that every one on board understands that nothing must ever
be put down the WCs that has not previously passed through a human digestive
system - with the sole exception of soft toilet paper, preferably of a
type specifically produced for marine toilets. The consequences of failure
to observe this vital rule scarcely need elaborating. Suffice it to say
that the responsibility and the cost of remedying the extremely unpleasant
situation (which must be done as soon as possible using on-board spares
which should then be immediately re-ordered via the management committee)
will be borne by the shareholder in whose ownership period the disaster
occurred;
c) to follow VNF rules as to documentation (see IV (9) above) and in particular
to drive on the right, observe speed limits and avoid creating excessive
wash;
d) to switch off the engine and remove keys from the ignition before
i) opening weed hatch, or
ii) entering engine room;
e) to familiarise themselves with the boat's operating manual, follow
recommended procedures as required and in particular undertake or cause
to be undertaken
i) the daily checks on engine oil and coolant levels, topping up as required
ii) routine servicing, in particular changes of engine oil and filters
at the required intervals
iii) topping up of batteries weekly and batteries and fuel at the end
of each ownership period;
f) to keep up the ship's log on a daily basis, recording the completion
of service items as above together with any other observations which may
be thought apposite;
g) to report faults immediately to the manage
ment committee and take immediate
steps to rectify them;
h) to report damage immediately to the management committee and take immediate
steps to ensure that repairs are swiftly carried out and to order spares/replacements
immediately via management committee as soon as on-board spares are used;
j) always to use fenders when locking or mooring;
k) to coil ropes - not leave dangling to foul the three props! Immediately
put engine into neutral if anything fouls;
m) to refrain from bringing pets on board;
n) to refrain from smoking inside the boat or wheelhouse;
p) to see that children wear life jackets especially in locks;
q) not to do anything which would lead directly or indirectly to a rise
in insurance premiums;
r) to make good any inventory deficiencies before changeover;
s) to wear deck shoes, trainers or other soft soled slip-resistant footwear.
(11) The Syndicate management committee has the power (and a duty to exercise
it) to ensure compliance with these rules and the other elements of this
agreement.
(12) In the event that a shareholder will not adhere to the letter and
spirit of this agreement, the management committee may
a) suspend the shareholder's right to use the boat during part or all
of that shareholder's ownership period(s)
b) cause any necessary remedial work to be done and recover the cost from
the shareholder and, if payment is not forthcoming within seven days,
initiate the procedure for selling that shareholder's share(s) as set
out in paragraph VI (3)
(13) Shareholders may change, remove or add to these rules,
subject to a two thirds majority vote, by submitting a resolution
to be voted on at the next general meeting or by postal ballot at the
discretion of the Syndicate management committee.
(V) Syndicate Rules
(1) There should be an annual meeting of the Syndicate management committee
every January/February which all members of the committee must attend
and to which all shareholders are invited. Shareholders failing to attend
will be deemed to have given their proxy vote to the chairperson. Other
meetings may be called from time to time at the discretion of the Syndicate
management committee.
(2) A two thirds majority vote is required for
a) any modifications to this agreement
b) a decision to dissolve the Syndicate and sell the boat
c) a decision to hire an operator and whom to hire
d) a decision to expel a shareholder
(3) In the event that shareholders decide not to avail themselves of the
services of an operator, the Syndicate management committee will be responsible
for the following:
a) organising votes;
b) calling meeting(s);
c) organising major service(s);
d) obtaining VNF licences;
e) arranging moorings;
f) obtaining and renewing insurance ;
g) processing insurance claims;
h) approving and coordinating repairs if central funds/insurance company
involved;
j) dealing with disputes and complaints;
k) enforcing rules.
(4) Members of the Syndicate management committee may not adjudicate disputes
in which they are individually involved.
(5) Members of the Syndicate management committee will be entitled to
reimbursement of any reasonable and legitimate expenses incurred in the
fulfilment of their duties.
(6) Shareholders should return any voting papers they may be sent by the
due date or their proxy vote(s) will automatically pass to the Syndicate
chairperson.
(7) The treasurer's role is to keep accounts, pay bills and collect monies
from shareholders. Shareholders who fail to pay by the due date will be
subject to the process set out in paragraph VI (3) below.
(8) The secretary's role is to take minutes of meetings, keep records
and communicate with shareholders as appropriate.
(9) Any shareholder may call an EGM with the backing of ten votes.
(VI) Financial Obligations to the Syndicate
(1) Shareholders agree to
a) pay their share of annual costs when due on the basis of one thirty sixth
part of the total sum declared by the management committee for every share
owned
b) pay their share of any extraordinary costs which are authorised by
the management committee on the basis of one thirty sixth part of the
total sum declared by the management committee for every share owned.
c) settle any bills for which they are liable under the terms of paragraph
VI (3).
(2) Any extraordinary expenditure above £500 must be agreed by two
thirds of shareholders. Shareholders who do not respond to the request
for their vote by the due date will be deemed to have given their proxy
vote to the Syndicate chairperson
(3) Shareholders further agree that any obligations arising from this
document that are not observed or performed or any failure to pay bills
within seven days of their becoming due shall result in suspension of
the shareholder's cruising/occupation rights, though the shareholder's
liability for proportional costs will continue. Subject to a two thirds
majority vote in favour of permanent expulsion, failure to perform or
observe obligations or pay bills due after thirty days of the due date
will result in the shareholder's shares becoming the property of the Syndicate.
The management committee may then dispose of the shares as they see fit,
reimbursing the Syndicate for outstanding bills and any other costs involved
from the sale proceeds before returning the balance to the former shareholder.
The Syndicate management committee is under no obligation to seek the
highest possible price for the shares, but the shares must be advertised
publicly for sale! Shareholders will remain liable for their share of
any on-going charges until the proceeds of the sale of their shares have
been received by the Syndicate management committee.
(VII) Allocation of dates.
(1) Dates have been allocated for the 2005 cruising season. For subsequent
years, Week 1 should always begin on 28 February. Or otherwise as may
be determined by the Management Committee, having particular regard to
the requirement for Week 41 always to include Christmas Eve, Christmas
Day and Boxing Day and, thus, Week 42 always to include New Years Eve
and New Years Day.
Signed Peter Sylvester, (the Owner)
Signed for the Principal Shareholder
Date
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