Articles of Association

 Interpretation

1. In these articles the following words shall have the following meanings:

The Act                            The Companies Act 1985 and any subsequent legislation amending the same.

The Club                          Lancia Motor Club Limited.

The Committee               The committee of management of the Club for the time being.

Member                           A validly admitted and paid-up member of the Club.

The Office                       The registered office of the Club and/or any other office at which the Committee shall direct the Secretary to carry on the business of the Club.

Officer                             A Member appointed by the Committee to undertake certain specified duties on behalf of the Club.

Words importing the singular shall include the plural; words importing the masculine shall include the feminine and vice-versa wherever the context so admits.  Words or expressions defined in the Act shall have the same meaning in these articles unless inconsistent therewith.

2. The Club is established for the purposes expressed in the Memorandum of Association.

QUALIFICATION OF MEMBERS

3. The Club shall be open to individual persons (not including corporations) interested in the promotion of the sport and pastime of motoring as it applies to Lancias and other cars.

ANNUAL SUBSCRIPTIONS

4. The annual subscription payable by Members shall be such as the Committee shall from time to time prescribe. All subscriptions shall be due on the first of January each year save that the annual subscription of a new Member payable on election on or after the first of November in any year shall be treated as valid for the whole of the next calendar year also.

ADMISSION TO MEMBERSHIP

5. A person may apply for membership by delivering to any Officer or member of the Committee, or by any other method that the Committee may determine, a duly completed application form together with the entry fee (if any) and the subscription for the time being payable. Any person whose application form is accepted shall be admitted to membership of the Club upon clearance of the fees and subscription funds and shall be registered as a Member.  Provided always that if, within three months of the delivery and acceptance of a Member’s application as aforesaid, the Committee shall decide that it is not desirable for such Member to continue in membership, his membership shall terminate immediately on the Committee so deciding.  The Member shall be notified of the decision as soon as possible and the Club shall be under an obligation to him to return his subscription and entry fee (if any) in full, notwithstanding that the Member has in the meanwhile enjoyed the benefits of Club membership.

6. Delivery of an application form and payment of a Member’s subscription shall be a distinct acknowledgement on his part that he is bound by the Memorandum and Articles of Association and the rules and regulations of the Club for the time being and that he accepts the ruling of the Committee in all cases. No Member shall be absolved from the effects or provisions of the Memorandum and Articles of Association and the rules and regulations upon the plea of not having received notice of them.

AFFILIATE & FAMILY MEMBERSHIP

7. The Committee may admit to affiliate membership by the normal process of admission to membership hereinbefore provided incorporated bodies, partnerships, associations and such other entities not being individual persons as it may approve and may fix or alter a special subscription rate for such affiliate members and may impose upon them additional rules. The Committee may also in their discretion and upon such terms as they think fit admit to family membership the legal husband or wife or civil partner of an ordinary Member and his or her children who are under the age of 17 but such family membership shall cease automatically upon the person concerned ceasing to be in such relationship or over the said age as the case may be.  Affiliate and family members shall not have the right to vote at General Meetings and may not be elected to any office within the Club.  Save as aforesaid, family members shall have the right to participate in all the activities and events of the Club as if they were Members.

HONORARY MEMBERSHIP

8. If in the opinion of the Committee a Member has given exceptional services to the Club, such Member may on the recommendation of the Committee and subject to confirmation at the next Annual General Meeting be elected an honorary member and shall thereafter for the period decided by the Committee enjoy all the privileges of membership without payment.

CLUB NOT FOR COMMERCIAL PURPOSES

9. It is a condition of all classes of membership that the Club is not used for commercial purposes or advantage by its Members.

TERMINATION OF MEMBERSHIP

10. Any Member wishing to resign shall give notice in writing to the Secretary of the Club on or before the first of January in any year, failing which he shall be liable for his subscription for the ensuing year.

11. Any Member whose annual subscription is unpaid on the first of March in any year shall cease automatically to be a Member and shall forfeit all right in and claim upon the Club provided that such Member may be reinstated at the discretion of the Committee upon payment of all arrears.

12. If, in the opinion of the Committee or of any twenty Members who certify the same in writing to the Committee, the conduct of any Member shall be injurious to the character and interests of the Club, the Committee shall be empowered to request such Member to resign. If the Member so requested shall not resign within fourteen days after the despatch of such request to his registered address, the Committee shall expel him from the Club and shall despatch to his registered address a notice of such expulsion. Any Member so expelled shall, on giving notice to the Secretary within one calendar month of the despatch of such notice of expulsion and on payment of a fee of one hundred pounds, or such other amount as the Committee shall decide from time to time, toward the expense of the meeting, have the right to appeal to an Extraordinary General Meeting of the Club which the Committee shall convene for the purpose as soon as practicable.  The decision of such meeting shall be final and the said fee or any part thereof may be returned to the Member at the option of such meeting.

13. Any person ceasing to be a Member shall immediately cease to have any right in or claim upon the Club or to enjoy any of the privileges of membership and shall cease to display the badge of the Club but the Member’s liability under the Memorandum of Association and for the payment of debts due from him shall continue.

GENERAL MEETINGS

14. An Annual General Meeting shall be held once in every calendar year at such time and place, as may be determined by the Committee provided that not more than fifteen months shall elapse between the date of one Annual General Meeting and the next.

15. All General Meetings other than the Annual General Meeting shall be called Extraordinary General Meetings.

16. The Committee may call an Extraordinary General Meeting whenever it thinks fit.

17. An Extraordinary General Meeting shall also be convened upon a requisition, made in compliance with the Act, of at least ten per cent of the Members or such lesser minimum number, as the Act requires.

18. At least twenty-one days’ notice of General Meetings, specifying the place, the day and the hour of the meeting and, in the case of special business, the precise nature of such business, shall be given to Members in the manner hereinafter specified. The accidental omission to give notice of a meeting to, or the non-receipt of such notice by any Member shall not invalidate any proceeding or resolution of any meeting.

PROCEEDINGS AT GENERAL MEETINGS

19. All business shall be deemed special that is transacted at an Extraordinary General Meeting and all that is transacted at an Annual General Meeting shall also be deemed special, with the exception of the consideration of the accounts and balance sheet and the reports of the Committee and of the independent accountants, the election of members of the Committee in place of those retiring by rotation or in accordance with the provisions of article 40, the appointment, re-appointment or confirmation in office of any Officer, President or Vice-President, the election of honorary members and the appointment or re-appointment of the independent accountants and the fixing of their remuneration.

20. No business shall be transacted at any General Meeting unless a quorum is present when the meeting proceeds to business. Save as herein otherwise provided the quorum shall be fifteen Members personally present.

21. If within half an hour of the time appointed for the holding of a General Meeting a quorum is not present the meeting if convened on the requisition of Members, shall be dissolved. In any other case it shall stand adjourned to the same day in the next week, at the same time and place, or at such other place and time as the Chairman shall reasonably appoint, and if at such adjourned meeting a quorum is not present within half an hour from the time appointed for holding the meeting, the Members present shall be a quorum.

22. With the consent of any meeting at which a quorum is present, the Chairman may adjourn a meeting from time to time, and from place to place, as the meeting shall determine. Whenever a meeting is adjourned for fourteen days or more, notice of the adjourned meeting shall be given in the same manner as of the original meeting.  Save as aforesaid, Members shall not be entitled to any notice of an adjournment or of the business to be transacted at an adjourned meeting.  No business shall be transacted at any adjourned meeting other than the business, which might have been transacted at the meeting from which the adjournment took place.

23. The Chairman of the Committee for the time being shall preside as Chairman at every General Meeting, but if there be no such Chairman or, if at any meeting he shall not be present within fifteen minutes after the time appointed for holding the same, or shall be unwilling to preside, the Members present shall choose some member of the Committee, or if no such member be present, or if all members of the Committee decline to take the chair, they shall choose some other Member present to preside.

24. A resolution put to the vote of a General Meeting shall normally be decided on a show of hands of the Members present in person and entitled to vote. Voting on the election of members of the Committee and of the President and Vice-Presidents shall be taken by poll . A declaration by the Chairman of the meeting as to the result of any such vote or that a resolution has been carried, unanimously or by a particular majority, or lost shall, subject always to the provisions for voting upon a poll hereinafter contained, be conclusive and an entry to that effect in the minute book of the Club shall be conclusive evidence thereof, without proof of the number or proportion of the votes recorded in favour of or against the resolution.

25. If, before or upon the declaration of the result of a vote taken on a show of hands in accordance with the preceding article, a poll be demanded by the Chairman of the meeting or by three Members present in person and entitled to vote, it shall be taken at such time and place and in such manner as the Chairman of the meeting shall reasonably direct and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

26. No poll shall be demanded on the election of a Chairman of a meeting or on any question of adjournment.

27. In the case of an equality of votes, however taken, the Chairman of the meeting shall be entitled to a casting vote.

28. The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which a poll has been demanded.

VOTES OF MEMBERS

29. Every Member except an affiliate member or a family member shall have one vote.

30. No person other than a Member whose application for membership has been duly registered shall be entitled to be present or shall vote on any question either personally or by proxy or as proxy for another Member at any General Meeting.

31. Members votes on the election of Members to the Committee of Management of the Club or to the honorary positions of President or Vice-President shall be taken by poll. Candidate details, in a format determined by the Committee, will be posted to each Member a minimum of twenty-one days prior to the General Meeting at which such elections are due to take place.

The results of these elections shall be declared by the Chairman as soon as practical after completion of the Poll Election Procedure hereinafter described.

32. The Poll Election Procedure appropriate to each poll will be determined and recorded by the Committee of Management. The procedure and counting of votes will be the responsibility of a nominated Officer and will involve at least two Members.

33. A Member unable to attend a General Meeting may nominate a fellow member as proxy to vote on their behalf where voting is by poll. Such a nomination can only be effected by completing an appropriate instrument in writing under the hand of the appointer or his duly authorised attorney as described in article 37.

34. Where voting at a General Meeting is by a show of hands, a Member present only by proxy shall have no vote. On a poll, votes may be given personally or by proxy. No person shall act as a proxy who is not entitled to be present and vote in his own right.

35. The instrument appointing a proxy and, if any, the power of attorney under which it is signed or a certified copy thereof, shall be deposited at the Office at least forty-eight hours before the time appointed for holding the meeting at which the person named in the proxy proposes to vote, otherwise he shall not be entitled to vote at such meeting. No instrument appointing a proxy shall be valid after the expiration of twelve months from the date of its execution.

36. A vote given by proxy shall be valid notwithstanding its revocation or the previous death of the principal, unless intimation in writing of such revocation or death shall have been received by the Secretary personally at least one hour before the time fixed for the holding of a meeting at which the proxy would have been valid.

37. An instrument creating a proxy shall be in the following form:

 

“I ………………………………………………………

of ………………………………………………………

a Member of Lancia Motor Club Limited hereby appoint

……………..……………………… another Member of

the Club, or, failing him, the Chairman of the Club, to vote

for me and on my behalf at the Annual/Extraordinary

General Meeting of the Club to be held on ………………

And at every adjournment thereof.”

 

Signed …………………………………          Date ………………

Name ………………………………….          Membership No …………….

Address ………………………………………………………………………

 

COMMITTEE OF MANAGEMENT

38. Until otherwise determined by a General Meeting, the number of members of the Committee shall be not less than five, nor more than ten, in addition to the ex-officio members of the Committee as hereinafter defined.

39. The Officers shall, ex-officio, be members of the Committee but shall have no vote. The Officers shall be appointed from time to time by the Committee and, shall be subject to confirmation in office and removal therefrom in accordance with article 40. The Committee may remove from office any Officer appointed by it.

40. The Committee may at any time appoint any Member as an Officer and/or as a member of the Committee, either to fill a casual vacancy or by way of addition to the Committee, provided that the prescribed maximum number of members be not thereby exceeded. Any Member so appointed, shall retain his office only until the next Annual General Meeting but he shall then be eligible for re-election.

41. No person who is not a Member shall in any circumstances be eligible to hold office as a member of the Committee.

POWERS OF THE COMMITTEE

42. The business of the Club shall be managed by the Committee who shall exercise all such powers of the Club and do on behalf of the Club all such acts as may be exercised and done by the Club as are not by the Act or by these articles required to be exercised and done by the Club in General Meeting, subject nevertheless to these articles, to the provisions of the Act and to such regulations and requirements not inconsistent therewith as may be prescribed by the Club in General Meeting. No regulation made by the Club in General Meeting shall invalidate any prior act of the Committee that would have been valid if such regulation had not been made.

43. The continuing members of the Committee may act, notwithstanding any vacancy in their body, provided always that if the number of Committee members shall at any time fall to less than the minimum required under article 38, they may act for the purpose of filling up vacancies in the Committee or of summoning a General Meeting but not for any other purpose.

44. The seal of the Club shall not be affixed to any instrument nor shall any document be executed as a deed except by the authority of a resolution of the Committee. Such sealing or execution shall, as the case may be, be witnessed and/or signed by any two members of the Committee or by any one such member and the Secretary. In favour of any purchaser or person bona fide dealing with the Club such signatures shall be conclusive evidence of the fact that such instrument or document has been properly sealed or executed.

45. The Treasurer shall make payments on behalf of the Club as the Committee may decide. Any payment in excess of ten thousand pounds, shall be approved in writing by a majority of the Committee. The Club’s bank account shall be kept with such banker or bankers, as the Committee shall from time to time determine.

DISQUALIFICATION OF MEMBERS OF THE COMMITTEE

46. The office of a member of the Committee shall be vacated if:
    1. a Receiving Order is made against him or he makes any arrangement or composition with his creditors, or
    2. he ceases to be a Member, or
    3. by notice in writing he resigns his office or
    4. he ceases to hold office by virtue of any statute for the time being in force, or
    5. he is judged by the Court to be incapable of managing his own affairs or becomes a patient under any statute in respect of his mental health.

 

RETIREMENT OF MEMBERS OF THE COMMITTEE

47. At each Annual General Meeting one third of the members of the Committee for the time being or, if their number is not a multiple of three, the number nearest to but not exceeding one third, shall except as hereinafter provided retire from office, provided always that all members of the Committee who shall have served for three years continuously without re-election shall retire notwithstanding that the total number of Committee members retiring may thereby exceed one third. A Committee Member elected as Chairman of the Committee may continue in office for such period as the Committee may from time to time decide but said period is not to exceed five years from the date of appointment as Chairman of the Committee. A retiring member of the Committee shall retain his office until the dissolution or adjournment of the meeting at which his successor is elected or it is determined not to fill his place.

48. A member of the Committee retiring in accordance with article 47 shall be eligible for re-election unless: he has at the time of his retirement served six consecutive years as a Committee member. Such a member shall not be eligible to serve as a Committee member within twelve months thereafter.

49. The Club shall, at the meeting at which any members of the Committee retire in manner aforesaid, fill up the vacated place of each member by electing a person thereto. Unless at such a meeting it shall be determined to reduce the number of members of the Committee.

50. No person, not being a member of the Committee retiring at the meeting shall, unless recommended by the Committee for election, be eligible to be elected at that meeting to serve on the Committee, unless within the prescribed time before the day of the meeting there shall have been given to the Secretary notice in writing by some Member of his intention to propose such person for election and also a statement in writing, signed by the person to be proposed, of his willingness to be elected. The prescribed time aforesaid shall be not less than forty-nine nor more than ninety-eight days.

51. If at any meeting at which an election of members of the Committee ought to take place the places of the retiring members or some of them are not filled up, the retiring members or such of them as have not had their places filled up and are not ineligible to serve, as set out in article 48 above, and are willing to act, shall be deemed to have been re-elected, unless it shall be determined at such meeting to reduce the number of members of the Committee.

52. The Club may from time to time in General Meeting increase or reduce the number of members of the Committee and may make the appointments necessary for affecting any such increase.

53. The Club may by extraordinary resolution remove any member of the Committee before the expiration of his period of office and may by an ordinary resolution appoint another Member in his stead; but any person so appointed shall retain his office so long only as the Member in whose place he is appointed would have held the same if he had not been removed.

 

THE PRESIDENT

54. The Club shall have a President which office shall be the highest position of honour within the Club. The President shall be elected by poll at the Annual General Meeting in the same manner prescribed in article 31 for Members of the Committee, from such candidate or candidates as may be chosen by the Committee or nominated by Members. Any nomination by a Member must be in writing, seconded by another Member and delivered to the Chairman or the Secretary of the Committee not less than forty-nine days nor more than ninety-eight days before the time appointed for the meeting and must be accompanied by a statement signed by the candidate of his willingness to serve. Any candidate proposed by the Committee shall be nominated within the same period as a Member nominated candidate.

55. The President shall serve for a term of as nearly as possible five years expiring at the Annual General Meeting of the fifth year after his appointment save that at the discretion of the Committee the said term may at any time be extended for a sixth year.

56. If a President ceases for any reason to serve as such before the due expiry of his term of office, the Committee may appoint another as President but he or she will hold office only until the Annual General Meeting next following his or her appointment but shall then be eligible to stand for election as President for a further five years

 

VICE-PRESIDENTS

57. The Committee may from time to time appoint one or more Vice-Presidents whose position shall be a position of honour directly below that of the President. Such appointment may be for life or for such other period as the Committee shall think fit or until further notice from the Committee and shall be subject to confirmation at the next Annual General Meeting in the same manner prescribed in article 31 for Members of the Committee.

58. Vice-Presidents shall not be entitled to attend or to vote at Committee Meetings but the Committee, if it thinks fit shall have power to invite any one or more Vice-Presidents to attend a particular Committee meeting or Committee meetings in general until further notice.

PROCEEDINGS OF THE COMMITTEE

59. The Committee may meet together for the despatch of business, adjourn and otherwise regulate their meetings as they think fit and determine the quorum necessary for the transaction of business. Unless otherwise determined, five voting members shall be a quorum.

60. Questions arising at any meeting shall be decided by a majority of votes of members present by show of hands or by poll as determined by the Chairman. In case of an equality of votes, the Chairman shall have an additional casting vote.

61. The Secretary may, at any time, summon a meeting of the Committee by notice and shall do so if required by the Chairman or any other four Committee members.

62. The Committee shall from time to time elect a Chairman who shall preside at all meetings at which he shall be present, and may determine for what period he is to hold office, but said period is not to exceed five years, but if no such Chairman be elected or at any meeting the Chairman be not present within fifteen minutes after the time appointed for holding a meeting, the members of the Committee present shall choose some one of their number to be chairman of the meeting.

63. The Chairman shall be reaffirmed by the Committee at the first Committee meeting following each General Meeting.

64. A meeting of the Committee at which a quorum is present shall be competent to exercise all the authorities, powers and discretions vested in it under or by the articles and regulations of the Club for the time being.

65. The Committee may delegate any of its powers to sub-committees consisting of such member or members of the Committee as it thinks fit and any committee so formed shall conform to any regulations imposed on it by the Committee. The meetings and proceedings of any such committee shall be governed by the provisions of these articles for regulating the meetings and proceedings of the Committee so far as applicable and so far as the same shall not be superseded by any regulations made by the Committee as aforesaid.

66. All acts done bona fide by any meeting of the Committee or by any sub-committee thereof or by any person acting as a member of the Committee shall, not withstanding it be afterwards discovered that there was some defect in the appointment of any such member or person acting as aforesaid, or that they or any of them were disqualified, or that there were some defects in the proceedings, be as valid as if every such person had been duly appointed and was qualified to be a member of the Committee, or that the proceedings were correct.

67. The Committee shall cause proper minutes to be made of the proceedings of all meetings of the Club and of the Committee and of sub-committees thereof and all business transacted at such meetings, and any such minutes of any meeting, if purporting to be signed by the chairman of such meeting or by the chairman of the next succeeding meeting, shall be conclusive evidence without any further proof of the facts therein stated.

68. A resolution in writing agreed by all the members for the time being of the Committee or of any sub-committee thereof shall be as valid and effectual as if it had been passed at a meeting of the Committee or of such sub-committee duly convened and constituted.

 

ACCOUNTS

69. The Committee shall cause to be kept accounting records sufficient to give a true and fair view of the state of the Club’s affairs and to show and explain its transactions, in accordance with the Act.

70. The accounting records shall be kept at the Office or, subject to the Act, at such other place or places as the Committee may think fit and shall always be open to inspection by members of the Committee. No Member (other than a member of the Committee) shall have any right of inspecting any accounting record or book or document of the Club except as conferred by law or authorised by the Committee.

71. A copy of every balance sheet and income and expenditure account, including every document required by law to be annexed thereto which is to be laid before the Members at the Annual General Meeting, together with a copy of the independent accountants report, shall be sent to each member in accordance with the requirements of the Act.

 

INDEPENDENT REVIEW OF ACCOUNTS

72. Independent accountants shall be appointed to review the accounts of the Club and their duties shall be regulated in accordance with the Act where applicable. An audit shall be undertaken if so required by the Act or if the members so resolve in General Meeting.

 

NOTICES

73. A notice may be served by the Club upon any Member, either personally or by sending it through the post in a prepaid letter, addressed to him at his registered address as appearing in the register of Members.

74. Any notice, if served by post, shall be deemed to have been served on the third day following that on which it is put in the post, and in proving such service it shall be sufficient to show that the notice was properly addressed and posted as a prepaid letter.