RYA AGM 2026: Proposed changes to the RYA’s Articles of Association

The RYA AGM 2026, will take place at 11:00 on the 27 November and will be broadcast live from RYA House.

Ahead of this year's Annual General Meeting (AGM), RYA members will be asked to vote on three proposed changes to the RYA's Articles of Association.

The Articles of Association are the governing document of the RYA, setting out how the organisation operates and how key decisions are made. The proposed amendments are intended to ensure the RYA's governance arrangements remain effective, proportionate, and fit for the future.

Below is an overview of each resolution.

Resolution 1: Updating the definition of an Independent Director

There are certain roles within the governance structure of the RYA reserved for ‘Independent Directors’.

Under the existing Articles, whether a director is classified as independent depends on the route by which they were appointed to the Board, rather than an assessment of their independence in practice. This means there is only a small pool of directors regarded as independent.

The proposed change would update the definition so that independence is determined by whether a director could reasonably be regarded as independent by an objective observer, regardless of how they joined the Board. This change would not affect the current arrangements for electing directors, and RYA members would continue to elect three directors to the Board.

If approved this amendment would broaden the pool of directors eligible to undertake roles that require an independent director and give greater flexibility in Board and committee appointments.

Resolution 2: Membership Decisions and the Role of the RYA Tribunal

Under the current articles, decisions about ending an individual’s RYA membership are made by the Board.

While this provision is rarely used, this resolution proposes that responsibilities will be transferred to the RYA Tribunal - a body that has longstanding experience of considering disciplinary and regulatory matters within the sport. The proposal would also update the grounds on which membership may be terminated.

The intention is to ensure that membership matters are considered through an established and appropriate process, while providing practical mechanisms for addressing situations where action may be necessary.

Resolution 3: Renumeration of the Chair

The role of Chair carries significant responsibilities and requires a substantial commitment of time throughout the year. The current articles state that the Chair cannot receive remuneration for undertaking the role.

The RYA Board believes that this restriction may limit the range of individuals who are able or willing to serve as Chair in the future.

The proposed amendment will give the Board the ability to remunerate the Chair if considered appropriate. The change would not require a Chair to be paid, nor would it automatically introduce remuneration. Instead, it would provide the flexibility for the Board to make that decision when circumstances warrant it with any remuneration expected to be a modest amount.

This additional flexibility could help attract candidates from a broader range of backgrounds and experiences recognising the level of skill, expertise and accountability involved.

Resolution 4:

This resolution proposes a number of minor administrative amendments to the Articles of Association to improve clarity, accuracy and consistency following the governance changes being proposed at this AGM.

The changes include:

• Updating the definition of “chair of the meeting” to distinguish between the chair of a Board meeting and the chair of a general meeting, ensuring the definition aligns with the relevant Articles and the Board Regulations.

• Introducing a definition of “Board Regulations”, if required, to clarify that these are the regulations approved by the Board relating to its governance and operation.

• Correcting a cross-reference within the definition of “Remote Attendance” by updating the reference from Article 18 to Article 19.5.

• Updating the contents page to reflect any amendments approved under Special Resolutions 1 to 4.

• Updating the year shown on the front page of the Articles from 2022 to 2026.

These amendments do not introduce any substantive changes to members' rights or the operation of the RYA. They are intended to ensure the Articles remain accurate, up to date and internally consistent following the wider governance amendments proposed at this AGM.

How to vote:

The 2026 AGM will take place at 11:00 on the 27 November and will be broadcast live from RYA House.

To ensure the voting process is managed independently and securely, all RYA members will be sent an email in advance from PIN Communications. This email will contain the instructions on how to cast a vote online.

Voting closes at midnight on the 25 November.

RYA members are also invited to submit questions in advance by emailing agm@rya.org.uk.

You can access this year’s annual report here: RYA Annual Strategic Report 2026