Omokoroa Boat Club Rules
THE RULES OF THE OMOKOROA BOAT CLUB INCORPORATED
(Amended June 2018)
- AIMS AND OBJECTS
- APPLICATION FOR ELECTION TO MEMBERSHIP
- TERMINATION 0F MEMBERSHIP
- CLUB COMMITTEE
- MANAGEMENT OF THE CLUB
- MEETINGS OF THE CLUB COMMITTEE
- DUTIES OF THE COMMODORE / VICE COMMODORE
- DUTIES OF THE CLUB CAPTAIN
- DUTIES OF THE SECRETARY
- DUTIES OF THE TREASURER
- CLUB ACCOUNTS
- CONTROL AND INVESTMENT OF CLUB FUNDS
- ENTRANCE FEES AND ANNUAL SUBSCRIPTIONS
- BORROWING POWERS
- FISCAL YEAR
- EXTRAORDINARY GENERAL MEETINGS
- ANNUAL GENERAL MEETINGS
- NOTICE OF EXTRAORDINARY AND ANNUAL GENERAL MEETINGS
- CESSATION OF MEMBERSHIP
- COMMON SEAL
- ALTERATION TO THE RULES
- REGISTERED OFFICE
- PERSONAL BENEFIT
The name of the Club shall be THE OMOKOROA BOAT CLUB INCORPORATED, hereinafter called 'The Club'.
AIMS AND OBJECTS
- To promote within the community, foster, protect and advance the interests of pleasure boat owners and other members, to develop and encourage a high standard of seamanship and safety at sea, to provide
a medium of exchange of boating information, to stimulate a greater interest in pleasure boating and community events, also to develop fraternal spirit among pleasure boat owners and other members, to promote
and undertake training, educational and social activities related to pleasure boating and other community events.
- To join associate affiliate federate or otherwise ally with any club association federation or other body having objects either similar or complementary to those of the Club for
the purpose of participating in races competitions regattas life saving and search and rescue activities or for any purpose connected with furthering the interests of pleasure boating.
- To permit and hold either alone or jointly with any other club association company or person, meetings competitions shows or exhibitions and to promote and support any form of lecture or entertainment
or form of maritime education.
- To accept offer give or contribute towards any prizes or medals.
- To draw make accept endorse discount execute and issue any negotiable cheques and other negotiable instruments.
- To invest monies in authorised trustee investments.
- To buy sell lease hire license or otherwise acquire and deal with any real and personal property.
- To take any gifts bequests and donations of real and personal property whether subject to any specified trust or not for any one or more of these Objects of the Club.
- To let on hire bailment lease grant options and otherwise deal with real and personal property and other rights of the Club.
- To guarantee the performance of any obligation contract or undertaking provided however that no guarantee or commitment which may render the Club liable to the payment of a sum in excess of twenty
thousand dollars ($20,000) shall be given without first obtaining the approval of a General Meeting.
- To undertake any work or activity which may appear to the Club to be in accordance with its Objects and to do such things as Personal Benefit.
The membership of the Club shall comprise:
- ORDINARY MEMBERS may be either individuals or families and shall be persons who have been accepted into membership in accordance with the Rules and By-Laws of the Club and have paid
their financial dues.
Family members shall comprise parent(s)/guardian(s) or two persons living at the same address who are in a partnership and any dependent children under 18 years of age.
Single adult members shall be over 18 years of age.
Single junior members shall be under 18 years of age. The committee shall set their subscription but shall not exceed 50% of the current single adult subscription
Ordinary Members shall be entitled to the full rights and privileges of the Club subject as hereinafter provided, and shall be entitled to vote at all General Meetings of' the Club (save that parents only may
vote under a Family Membership).
- RECIPROCAL MEMBER shall be a person who is a member of another club having objects and purposes similar to those of this Club and with which the Club Committee may have entered into
reciprocal arrangements concerning the use of sharing of facilities, participation in events or any matter relevant to the objects of the Club.
A reciprocal Member shall have such privileges as may be decided upon by the Club Committee having regard to the corresponding privileges accorded to Members of this Club, by the reciprocating Club and shall
pay such dues as may be decided upon.
A Reciprocal Member shall be entitled to attend all General Meetings of the Club but shall NOT be entitled to any vote on Club matters
- An HONORARY MEMBER may be appointed at the discretion of the Club Committee for such period or periods with or without a subscription upon such terms and conditions, as the Committee may
from time to time determine.
An Honorary Member shall be entitled to participate in Club events and to attend all General Meetings but shall NOT be entitled to vote thereat.
- A LIFE MEMBER shall be a person who in recognition of distinguished service to the Club shall have been elected as a Life Member at an Annual General Meeting by a three-fourths majority
of the voting Members present.
The nomination of any such Member as a Life Member shall be made pursuant to a resolution of the Club Committee and notice of the intention to propose such nomination, complete with a formally written
citation shall be set out in the notice calling the Annual General Meeting.
A Life Member shall have the same rights and privileges as an Ordinary Member but shall not be required to pay any annual subscription.
- TEMPORARY MEMBERSHIP may be granted at the discretion of the Club Committee for a period not exceeding 8 weeks and at a subscription level determined from time to time by the Club Committee.
Temporary members shall be eligible to participate in Club events, but may not nominate or second a membership proposal. Furthermore, they will not have voting rights at either an Annual or General meeting. As
membership number will not be issued, Temporary members are not eligible for the Thursday night Club Draw.
APPLICATION FOR ELECTION TO MEMBERSHIP
- Application for membership shall be submitted to the Club Committee on a form approved by the Committee and shall be signed by the applicant and by a proposer and a seconder,
both being Members of the Club. No application for membership will be accepted unless it is accompanied with payment of Entrance Fee and Annual Subscription for the current year
- The Club Committee shall, as expeditiously as possible, consider each application and shall vote thereon. A majority of those present shall be required to elect an applicant to membership.
- If the applicant is confirmed in membership they shall be so advised and informed in writing that they shall become a member from the date when (a) their dues are paid and (b) meets the requirements
of any By-Laws made pursuant to these Rules whichever is the later.
TERMINATION OF MEMBERSHIP
- A member may resign from the Club at any time by giving notice in writing to the Secretary, but such resignation shall not relieve the member from his obligation to pay any dues then owing.
- Any member whose annual dues for the current club year remain unpaid by 31st August shall be advised in writing of his/her default by the Secretary and if it remains unpaid after seven days, cease
to be a member.
Any such member wishing to subsequently rejoin the Club shall be regarded as a new applicant and shall be liable to pay the Entrance Fee and the Annual Dues applicable at the time of rejoining.
- A member may be expelled from the Club pursuant to the provisions of Rule 25.
- The name of any member who ceases to be a member of the Club by reason of resignation, default or expulsion shall be struck off the Register of Club members.
- The following shall comprise the Officers of the Club.
- The Office of Treasurer may be combined with that of Secretary but in such a case the person holding the combined Office shall only have one vote and then only if the Office is held in an Honorary capacity.
- The Officers shall be elected annually at the Annual General Meeting.
- When and if it is considered desirable that an Honorarium should be paid to any officer, then the amount of such Honorarium shall be fixed as may be deemed fit at each Annual General Meeting and shall
remain in force for the ensuing fiscal year.
- The immediate past Commodore will be an ex-officio member of the Club Committee with full voting rights.
- There shall be a Club Committee, which shall consist of up to seventeen (17) members, being the Commodore, Vice Commodore, Club Captain, Secretary, Treasurer and up
to twelve (12) ordinary members.
- The Club Committee shall be elected annually at the Annual General Meeting. Should any office become vacant during the year the Committee may elect an Ordinary Member to
fill the vacancy until the following Annual Meeting.
- (iii) Any Committee member ceasing to be a member of the Club shall, ipso facto also cease to be a member of the Club Committee.
MANAGEMENT OF THE CLUB
- The management of the Club shall be in the hands of the Club Committee which shall have the power to conduct the affairs of the Club and make decisions for the benefit of the Club
subject only to the limitations expressly imposed by these Rules and the provisions of the Incorporated Societies Act 1908 and its amendments. Such decisions and conduct shall be binding
on all Members of the Club, subject only to the limitations expressly contained in these Rules.
- The Club Committee shall carry out the Aims and Objects of the Club provided that matters of significant importance or of policy shall be referred to the membership of the Club in
Extraordinary or Annual General Meetings for ratification.
- Ordinary members may challenge any decision of the Club Committee at an Extraordinary General Meeting called by requisition. A three-fourths majority of those present
at such meeting shall be required to stay or reverse any action of the Club Committee. When this right of appeal is exercised the Club Committee shall stay all action on the decision in
question until the decision of the Extraordinary General Meeting is known
MEETINGS OF THE CLUB COMMITTEE
- Meetings of the Club Committee shall be held from time to time as the efficient and expeditious conduct of the business of the Club may demand but, in any case, at intervals of not
more than three (3) months. Meetings shall be held at a time and place designated by the Committee.
- Any five (5) members of the Club Committee may request in writing that a meeting be called and the Secretary shall comply within fourteen (14) days.
- Voting shall be by those personally present and the Chairman shall have a casting vote if necessary.
- The Commodore shall chair all meetings of the Club Committee. In the absence of the Commodore, the Vice Commodore and in the absence of the Vice Commodore. the Club Captain shall chair
the meeting If all three be absent the meeting shall elect a chairperson.
- A copy of the minutes shall be promptly made available to members upon request.
- If any member of the Club Committee be absent from three (3) consecutive meetings without leave of the Committee their seat may be declared vacant and the Club Committee may
elect a replacement for that person
- Seven (7) members of the Committee personally present shall constitute a quorum at any meeting of the Club Committee. If no quorum be present within thirty (30) minutes of the stated time
then the meeting shall stand adjourned to the same time one (1) week later with fresh notice of meeting to be sent to all Club Committee members. Those present at the resumed meeting shall form a quorum.
DUTIES OF THE COMMODORE / VICE COMMODORE
- The Commodore shall preside at all meetings of the Club Committee and at all General Meetings.
- The Commodore shall be a member ex officio of all committees and subcommittees.
- The Commodore shall carry out the duties assigned to him by the Club Committee and shall be responsible to the Club Committee but as the principal Officer of the Club he will be
expected to lead all activities of the Club, to promote the execution of its Aims and Objects and to foster its interests and well-being..
- The Commodore's term shall not be tied to time.
- The Vice Commodore shall be responsible to the Club Committee and shall assist the Commodore in the execution of his duties as may be mutually agreed upon between them and as may be
approved by the Club Committee.
DUTIES OF THE CLUB CAPTAIN
- Under the general direction of the Club Committee the Club Captain shall attend to all matters relating to the social activities of the Club whether ashore or afloat.
- The Club Captain shall be the convenor of the programme and/or social committee or sub-committee (or equivalent). The Club Captain may request the Club Committee to provide any additional
personnel considered necessary to cater for any specific circumstance.
- The Club Captain shall generally assist the Commodore and Vice Commodore in the execution of their functions.
DUTIES OF THE SECRETARY
Under the direction and authority of the Club Committee the Secretary shall:
- Attend all meetings of the Club Committee and all General Meetings.
- Keep a true and proper record of the affairs of the Club and shall keep the Minutes of all Club Committee and all General Meetings in a book or books provided for that sole purpose
- Conduct all general correspondence of the Club and keep copies of such correspondence.
- Have custody of and file all documents, records, reports and communications connected the affairs of the Club and bring them before the Club Committee.
- Maintain an up-to-date Register of all Club Members their names, addresses and dates of effective election.
- Give notice of all meetings and supply copies of Minutes as may he requested.
- Notify each new member of his election and any member of any disciplinary action taken against him/her pursuant to these Rules and furnish any member on his/her request with a copy of
the Rules and/or By-Laws.
- Co-operate with the Treasurer in notifying each member of his liability for Entrance Fees, Subscriptions and/or other dues and in the collection of the same.
DUTIES OF THE TREASURER
Under the direction and authority of the Club Committee, the Treasurer shall:
- Keep the books and accounts of the Club.
- (ii) Collect and receive all money due to the Club, pay that as soon as practicable into the Club’s bank account and keep a correct record of all those receipts in a receipt book.
- (iii) Pay all accounts due by the Club without delay once authorized by the Club Committee to do so, and keep a correct record of all expenditure in a payments book. Unless otherwise directed
by the Committee, all payments will be made by electronic transfer.
- Have custody of all funds of the Club and shall keep accounts of the same in such manner as will at any time clearly disclose the true financial position of the Club.
- Present to each meeting of the Club Committee, but not more frequently than at monthly intervals unless specifically requested to do so by the Committee, bank statements and an up to
date report on Club finances.
- Prepare a Balance Sheet and a Statement of Income and Expenditure covering the fiscal year of the Club and present the same to the Club Committee prior to the Annual General Meeting. These
Annual Accounts shall be scrutinised by a Chartered Accountant and thereafter circulated to all Members of the Club prior to the Annual General Meeting.
- The club accounts will be prepared by a chartered accountant each year prior to presentation to the AGM.
- The chartered accountant will be appointed at the AGM each year. The Committee shall have the power to appoint a chartered accountant for the balance of the fiscal year remaining should a vacancy arise.
- A chartered accountant appointed under this rule 14 will not be a member of the club.
- The Club Committee shall have the power to arrange for a special audit at any time should it be deemed desirable to do so and will instruct a chartered accountant to do so. That chartered accountant will
not be the chartered accountant appointed at clause 14(i) above.
- Any ten per cent (%10) of financial members of the club may request that an audit of the club accounts be carried out, and in this case the committee will instruct the chartered accountant to carry out
the audit as soon as reasonably possible.
CONTROL AND INVESTMENT OF CLUB FUNDS
- The funds of the Club shall be under the control of the Club Committee and all funds shall be dispersed only under the direction of the Club Committee.
- The Club Committee shall open and maintain an account or accounts at any trading or savings bank or banks as it shall deem fit and shall from time to time decide the manner in which such accounts shall be operated.
- All monies received by the Club shall be deposited in the Club bank account or accounts.
- No monies shall be expended or liabilities incurred by any person save pursuant to a resolution of the Club Committee, except that the Secretary may be provided with an impress Petty Cash Account of
up to Fifty ($50) Dollars maximum for the purposes of the expenses of his office, for which he shall from time to time account to the Club Committee
- Entrance Fees and Annual Subscriptions shall not be refundable.
ENTRANCE FEES AND ANNUAL SUBSCRIPTIONS
- The Entrance Fee and Annual Subscriptions for the ensuing year shall be determined at each Annual General Meeting having regard to the assets of the Club.
- No applicant for Ordinary Membership may be confirmed in membership until the entrance fee and Annual Subscription for the current year have been paid.
All works, erection of buildings, formation of ramps, jetties, reclamation and marinas, all works in and around any piece of land that is occupied by the Club or the purchase of any vessel, machinery or equipment
the cost of which exceeds Twenty Thousand ($20,000) Dollars in any one contract shall be the subject of a resolution passed at a properly constituted Extraordinary or Annual General Meeting and all such contracts
shall be executed under the Common Seal of the Club.
The Club shall have the power to borrow any money from any bank or other body or person with or without security and whether by way of mortgage, ordinary or secured loan or by overdraft or in the form of
debentures, at such rate of interest and upon and subject to such terms and conditions generally as may be approved by a three-fourths majority of the Members present and having voting rights at an
Extraordinary or at an Annual General Meeting, and to give security over any property real or personal, now or hereafter belonging to the Club, for the repayment of such money and the interest
thereon in such form as the Extraordinary or Annual General Meeting thinks fit.
- The Fiscal Year of the Club shall commence on the first day of April and end on the thirty-first day of March in each year.
- All annual dues shall be due and payable as from the first day of July in each year. The annual billing period for membership will be from the 1st July to the 31st August.
- The Club Committee shall have the power to invest to best advantage any monies not needed for the imminent purposes of the Club in any investment authorised by law for the investment of trust funds.
- All monies received by way of gifts, bequests and/or donations by the Club, unless otherwise specified by the donor, shall be under the control and direction of the Club Committee and may he applied as
that Committee deems appropriate.
- The Club Committee may establish a Reserve Fund or Funds with the general intention that such fund or funds shall be used for the acquisition or replacement of capital assets. It shall
be the object to the extent that the general Club finances permit that the Club in Annual General Meeting shall each year allocate an amount or amounts to such Fund or Funds. Notwithstanding paragraph (i) of
this Rule, such Reserve Fund or Funds shall be used only for such purposes as shall be approved by a majority of three-fourths of the Members personally present at any Annual General Meeting or at an
Extraordinary General Meeting called to consider the proposal.
- All payments either by cheque or electronic transfer, must be signed or verified by at least two Committee members. They shall be the Treasurer and the Commodore or the Treasurer and one other
member of the Club Committee duly appointed for that purpose or the Commodore and the other duly appointed member of the Club Committee.
EXTRAORDINARY GENERAL MEETINGS
- The Club Committee of its own volition may direct the Secretary to call an Extraordinary General Meeting of the Club.
- Upon receipt of a written requisition signed by at least ten percent (10%) of the financial members setting forth the resolution or resolutions to be considered a such an Extraordinary
General Meeting, the Club Committee shall also direct the Secretary to call an Extraordinary General Meeting within thirty (30) days of the receipt of the requisition. Should the Club Committee
default in calling such a meeting then the Secretary shall fix the time and place and send out the required notice forthwith.
- Extraordinary General Meetings shall be held at a time and place decided upon by the Club Committee.
- An Extraordinary General Meeting may consider any matter of significant importance or of policy or an appeal under Rule 8(iii) or an appeal under Rule 25 or an alteration to the Rules but it
shall consider and decide upon only those matters of which notice has been given in the Notice of Meeting and nothing else.
- Fifteen (15) Members having voting rights shall form a quorum for an Extraordinary General Meeting. If a quorum is not present within thirty (30) minutes of the time set then, except in the
case of an Extraordinary General Meeting called upon a requisition, the Meeting shall be adjourned to the same time one (1) week later. At the resumed Meeting ten (10) voting members shall constitute a quorum.
- If within twenty (20) minutes, of the notified time of any Extraordinary General Meeting called upon a requisition a quorum be not present the Meeting shall lapse and a requisition to consider
the same resolution shall not be entertained within six (6) months of the date of the lapsed Meeting.
ANNUAL GENERAL MEETINGS
- The Annual General Meeting shall be held in June of each year at a time and place to be decided upon by the Club Committee.
- All members may attend the Annual General Meeting and speak thereat but only those members having voting rights shall be entitled to vote at an Annual General Meeting.
- As soon as possible after the close of the fiscal year and the preparation of the accounts under rule 14, but at least five (5) days prior to the date of the Annual General Meeting, a copy
of the financial report, copies of any remits or notices of motion and the agenda for the Meeting shall be sent to each member.
- The Annual General Meeting shall inter-alia:
Consider the Annual and Financial Reports
Elect the Officers of the Club
Elect the Club Committee
Appoint the Chartered Accountant
Elect any Delegates
Consider any remits and any motions of which notice may have been given
NOTICE OF EXTRAORDINARY AND ANNUAL GENERAL MEETINGS
- Notice of all General Meetings shall be given not less than five (5) clear days before the date of such meetings. It shall be sufficient if the notice is embodied in any issue of the Club Newsletter
or Bulletin but may also be delivered personally or by post or by email addressed to members at their addresses registered with the Club or by advertisement in a local newspaper. Accidental or inadvertent
omission to notify any member or members shall not invalidate the meeting if this requirement has been substantially complied with.
- Notice of any Extraordinary General Meeting shall include particulars of the business to be transacted including any motion or motions proposed.
- Notice of each Annual General Meeting shall include copies of all financial statements, the proposed agenda, copies of any motions or remits notice of which has been received and of any motions
proposed by the Club Committee including details of any proposed Rule changes.
- The mode of voting at all meetings except those called to deal with disciplinary matters under Rule 25(ii) shall be by a show of hands but shall be by ballot if that is demanded by at least ten (10)
members present and having voting rights. A ballot shall be mandatory in the case of a meeting called to deal with disciplinary matters under Rule 25(ii) or Life Membership.
- A simple majority of members present and having voting rights shall decide all questions except where matters governed by Rules 3(iv), 8(iii), 19 and 25 are concerned, in which cases a three-fourths
majority shall be required.
- The members having voting rights are:
- That absentee votes be accepted at Extraordinary General Meetings and Annual General Meetings, be in writing signed and clearly state the intention of the voter.
- There will be no proxy voting accepted at any meeting.
Where the Club is entitled or required to appoint delegates to represent the Club on any outside organisation or body, then such appointments shall be made annually by election at the Annual General
Meeting. Vacancies or new appointments arising between Annual General Meetings may be filled by the Club Committee.
The Club Committee shall instruct delegates as to the Club attitude toward any remits set down for consideration at meetings of the said outside organisation or body.
- The Club Committee will have the power to make and from time to time vary and add to by-laws relating to the affairs of the Club provided that such by-laws will not be inconsistent with or
contravene these rules. A copy of the written by-laws will be made available to any member on request.
CESSATION OF MEMBERSHIP
- Any member may resign by giving written notice to the Secretary
- Membership termination in the following way:
- If, for any reason whatsoever, the Committee is of the view that a Member is breaching the Rules or acting in a manner inconsistent with the purposes of the Club, the Committee may give written
notice of this to the Member (“the Committee’s Notice”). The Committee’s Notice must:
- Explain how the Member is breaching the Rules or acting in a manner inconsistent with the purpose of the Club;
- State what the Member must do in order to remedy the situation; or state that the Member must write to the Committee giving reasons why the Committee should not terminate the Member’s membership.
- State that if, within 14 days of the Member receiving the Committee’s Notice, the Committee is not satisfied, the Committee may in its absolute discretion immediately terminate the Member’s membership.
- State that if the Committee terminates the Member’s membership, the Member may appeal to the Club.
- 14 days after the Member received the Committee’s Notice, the Committee may in its absolute discretion by majority vote terminate the Member’s Membership by giving the Member written notice
(“Termination Notice”), which takes immediate effect. The Termination Notice must state that the Member may appeal to the Club at the next meeting by giving written notice to the Secretary
(“Member’s Notice”) within 14 days of the Member’s receipt of the Termination Notice.
- If the Member gives the Member’s Notice to the Secretary, the Member will have the right to be fairly heard at a Club Meeting held within the following 28 days. If the Member chooses, the Member may
provide the Secretary with a written explanation of the events as the Member sees them (“the Member’s explanation”), and the Member may require the Secretary to give the Member’s Explanation to every other
Member within 7 days of the Secretary receiving the Member’s Explanation. If the Member is not satisfied that the other Club Members have had sufficient time to consider the Member’s Explanation, the Member
may defer his or her right to be heard until the following Club Meeting.
- When the Member is heard at a Club Meeting, the Club may question the Member and the Committee Members.
- The Club shall then by majority vote decide whether to let the termination stand, or whether to reinstate the Member. The Club’s decision will be final.
The Club Committee and each of them shall be fully indemnified by the Club against any loss or damage caused or liability incurred to any person or body by reason of or in connection with any act properly done
or omitted in the performance of any of the duties of the said Club Committee or any Committeeperson but not in the case of such as happen to be by their own willful act neglect or default.
TThe Common Seal of the Club shall be kept at the Registered Office of the Club and in the custody of the Secretary.
It shall be affixed only by resolution of the Club Committee and only in the presence of two (2) members of the Club Committee and the Secretary who shall subscribe their names and Offices thereto as witnesses.
ALTERATION TO THE RULES
- These Rules may be amended, added to or rescinded only at an Extraordinary General Meeting or at an Annual General Meeting by a majority vote of the voting members present, provided
that particulars of the proposed alteration shall have been given to each member with the notice of the meeting at which the proposed alteration or alterations are to be considered. Only the alteration as
notified to members shall be considered.
- No addition to or alteration of the non- profit aims, personal benefit clause or the winding up clause shall be made which affect the tax exempt status. The provisions and effect of this clause 28(ii)
shall not be removed from this document and shall be included into any document replacing this document.
- The Club shall not be wound up unless a motion to that effect has been passed by a majority of the members present and entitled to vote at an Extraordinary General Meeting convened for that purpose
and in accordance with the provisions of the Incorporated Societies Act 1908 and its amendments.
- Upon winding up any surplus assets remaining after the settlement of all liabilities shall be disposed of to such trustees, club, institution or organisation for the benefit and advancement
of any organisation having similar objects to this Club or to such recognised charitable institution as the Extraordinary General Meeting may decide or be disposed of in such other manner
as the meeting shall decide.
The location of the Registered Office of the Club shall, from time to time be determined by the Club Committee which shall notify the Registrar of Incorporated Societies accordingly.
Any income, benefit or advantage shall be applied to the objectives of the organisation. No member of the organisation or any person associated with a member, shall participate in or materially influence
any decision made by the organisation, in respect of the payment to or on behalf of that member or associated person of any income, benefit, or advantage whatsoever. Any such income shall be reasonable
and relative to that which would be paid in an arms length transaction (being open market value). And the provisions of this clause shall not be removed from this document and shall be included and
implied into any document replacing this document.