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GENERAL |
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These
rules are intended to maximise the enjoyment of the asset by each
member of the syndicate, whilst protecting the asset and the individual
rights of owners. The syndicate must operate as a cohesive
group with all members respecting the rights of other members -
this places an obligation on all to act in the best interests of
the syndicate. |
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OWNERSHIP |
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Unless
otherwise agreed by all owners, the asset will be owned by a trust
company formed uniquely for this specific asset, in Guernsey, UK
Channel Islands. Each member of the syndicate shall hold one
share, represented by a trust certificate from the Guernsey Trust
Company, regulated by the Guernsey Financial Services Authority.
If a member wishes to sell their share they must first offer it
to the other members for one month. If the members decline
the offer, the member may sell their share to another person meeting
the requirements of Clause 3, and who agrees to this Agreement,
and at a price that is not less than that offered to the other members.
In normal circumstances, CMR will usually offer a share sales brokerage
service to assist the member in finding a buyer.
A 'Board of Directors' will be formed, and each owner is entitled
to be a member of that Board. Subject to these rules, the
Board shall make decisions over the operations of the asset.
Unless otherwise agreed by all the owners, these decisions may be
discussed and voted upon by email. Unless specified otherwise
in these rules, a simple majority of those voting is required to
pass decisions. |
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USAGE |
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Members
shall only use the asset if they meet all regulatory requirements,
and any other rules laid down by the syndicate in accordance with
Clause 3.8.
All members are able to book and use the asset providing they are
not in default of this Agreement. CMR will provide a booking
diary on the Internet for the use of members. Syndicate members
are freely able to book the asset at anytime, subject to the following
rules:
3.1 The booking year will be divided into four quarters from 1st
January each year.
3.2 No member shall book the asset for more than 1/7th (assuming
seven shares, 1/5th if five shares, and so on) of the time available
in any quarter, unless there is no other member who is under quota,
wishing to use the asset in that extended period.
3.3 No member shall book the asset more than six months ahead, except
for one booking not to exceed two weeks, unless otherwise agreed
by all the other members.
3.4 Members shall not book the asset unless they have a definite
intention to use it for the full time of the booked period.
If a cancellation is unavoidable, the member must notify all other
members immediately. If the cancellation occurs within 30
days of the start date, the booking will count against the member's
time allocation for that quarter (quarters if it straddles the quarter
end), unless agreed otherwise by all the members.
3.5 If the asset is not booked in the next fourteen days ahead,
then it maybe considered free for booking by a member during that
time, without having to lose part of their quarterly allocation.
3.6 If a member's booking is lost or partially lost by the unserviceability
of the asset, then the lost days will not count against that member's
quarterly allocation.
3.7 Whilst CMR provides the booking diary, it is the responsibility
of the members to police these arrangements.
3.8 Any operational rules relating to the use (as opposed to the
booking) of the asset, agreed by 50% or more of the members, shall
be binding on all members.
3.9 Members shall keep the asset clean, shall remove all personal
items and rubbish and leave the asset in a tidy condition after
use. |
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ASSET
PROTECTION |
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4.1
The asset shall be comprehensively insured at all times.
4.2 If the asset is damaged or rendered unserviceable by the actions
or non-actions of the member in charge of the asset at that time,
the cost of restoring the asset to its previous state shall be paid
by that member. In the case of an insurance claim, the causing
member shall be responsible for paying any excess, but shall not
be responsible, other than as a normal syndicate member, for any
increase in future premiums. The owners may modify this clause
on an unanimous vote of all members.
4.3 As a principle, any damage or unserviceability will be repaired
on a priority basis. The syndicate members can either decide
to fund any such expenditure by a special call on all members as
it becomes necessary, or by building and maintaining a reserve fund.
Monthly subscriptions and hourly usage rates initially suggested
by CMR in establishing the syndicate are intended to include an
element for a reserve - but it is the responsibility of syndicate
members to ultimately decide on those amounts. |
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FINANCIAL
MANAGEMENT |
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5.1
Unless decided otherwise by the syndicate members, CMR will provide
an accounting and financial transaction service. This will
involve the collection of sums due from members, and the invoicing
of members for asset usage, and the payment of bills as agreed by
the syndicate. A monthly report will be emailed to each member
showing the syndicate's current financial position and details on
any financial problems (including any delinquent members).
5.2 By a majority vote the syndicate can agree any changes to monthly
subscriptions, usage rates or the making of a special call for payment
in respect of unexpected bills, or to build reserves. Such
changes become binding on all members.
5.3 All members jointly are responsible for the syndicate's financial
situation, and for covering any deficits that occur. It is
the member's responsibility to ensure that all insurance policies
required are in place, and that the asset is operated in accordance
with any laws that are relevant. |
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PROBLEMS
AND DISPUTES |
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6.1
Any member who is more than US$1000 (or equivalent) and more than one month overdue
in making payments to the syndicate shall be denied use of the asset,
unless a majority of other members vote otherwise.
6.2 Any member who is more than three months overdue for more than
$3000, will have their share forfeit to be sold by the Trust Company
at the best price they can obtain. After deducting the selling
costs incurred, and paying all outstanding amounts to the syndicate,
the balance of money will be paid to the delinquent ex-owner, who
shall have no further claim on the Trust company.
6.3 Any amounts due from members that are more than one month overdue
shall be subject to simple interest at the rate of 2% per month.
6.4 Any member who is in substantial default of this agreement,
and does not remedy that default within 21 days of notice being
given, can have their right to use the asset terminated, and if
the default remains unremedied for three months will have their
share sold in accordance with Clause 6.2, if 50% of other members
vote accordingly.
6.5 A member may be terminated as a shareholder if there is an unanimous
vote by all the other members to exclude them. No reason need
to be given for such removal, although it will normally be for persistent
disregard of syndicate rules. In this event the member being
removed will not be permitted to use the asset again, and will be
relieved of the obligation to make any further payments to the syndicate,
apart from any outstanding amounts due at the time of notification
of intended removal. The member then has a period of three
months to sell their share in the asset to a person able to satisfy
the requirements of Clause 2. In the event that no sale occurs,
then the Trust Company shall sell the share in accordance with Clause
6.2. |
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ARBITRATION |
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In
the event that a dispute between members cannot be resolved, then
the following arbitration procedure shall be adopted:
7.1 If all parties in the dispute can agree upon the appointment
of a sole arbitrator, then the decision of that person will be final
and binding on all parties.
7.2 In the event that a sole arbitrator cannot be agreed upon, then
both sides of the dispute will appoint their own arbitrator, and
the agreed decision of both the two arbitrators appointed will be
final and binding on all parties. If the two arbitrators cannot
reach agreement, then they will jointly appoint a third arbitrator,
whose decision shall be final and binding on all parties.
Any costs incurred in the process shall be borne equally by the
parties in dispute. |
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EMAIL |
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It
is agreed that all members will have an email address, which will
be notified to other members and CMR, and that communications under
this agreement will be accepted by email. |
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LEGAL
JURISDICTION |
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This
agreement shall be subject to the laws of England unless a majority
of members are resident in another State, in which event the laws
of that State shall prevail. |
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