Articles of Association
The Companies Act 1948
COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL
MEMORANDUM AND ARTICLES OF ASSOCIATION OF BRITISH AUTOMOBILE RACING CLUB LIMITED.
Incorporated the Second day of March 1953
Solicitors:
Chas. T. Nicholls
1, Lincolns Inn Fields,
London, W.C.2.
No. 516639
CERTIFICATE OF INCORPORATION
I hereby certify that
BRITISH AUTOMOBILE RACING CLUB, LIMITED
is this day incorporated under the Companies Act, 1948, and that the Company is Limited.
Given under my hand at London this Second day of March, One Thousand Nine Hundred and Fifty-three.
W. B. LANGFORD,
Registrar of Companies
The Companies Act, 1948
COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL
MEMORANDUM OF ASSOCIATION
OF
BRITISH AUTOMOBILE RACING CLUB, LIMITED.
1.
The name of the Company (hereinafter called "the Club") is BRITISH AUTOMOBILE RACING CLUB LIMITED.
2.
The objects for which the Club is established are:-
(A)
To acquire or take over all or any part of the assets and liabilities of the present unincorporated body known as "British Automobile Racing Club."
(B)
To encourage Motor racing and record breaking by the promotion or organisation of Motor Racing Meetings, Rallies, Trials and other sporting events or by assisting in the same and by the giving of prizes and to encourage research and design and to assist in any way possible the development and improvement of the motor vehicle and facilities in motoring and to encourage social intercourse between the members of the Club.
(C)
To establish, maintain and conduct a Club for the accommodation of the members of the Club and their friends and generally to afford to them all the usual privileges, advantages, conveniences and accommodation of a Club.
(D)
Subject to the provisions of Section 14 of the Companies Act, 1948, to acquire, by purchase lease or in exchange or by hire or otherwise motor racing courses or land for the construction of the same and to lay out prepare and maintain the same for motor racing and for the testing and development of vehicles of all descriptions whatever their source of power or for other sports or technical research and to build or otherwise provide club houses, grandstands, shelters, workshops, sheds, motor houses, vehicle and car parks and other conveniences in connection therewith and to furnish, alter, enlarge, repair, uphold and maintain the same.
(E)
Subject to the provisions of Section 14 of the Companies Act, 1948, to acquire by purchase, lease or in exchange or by hire or otherwise any other lands, buildings or tenements anywhere in Great Britain or elsewhere and such as may be deemed by the Club likely to advance or benefit either directly or indirectly the interests of the Club, or otherwise to further the objects of the Club.
(F)
To manage, improve, farm, cultivate and maintain all or any part of the lands, buildings, tenements and property of the Club or within the purview of the Club's interests and to demise, underlet, exchange, sell or otherwise deal with and dispose of the same, either together or in portions, for such consideration as the Club may think fit, and, in particular, for shares, debentures or securities of any Company purchasing the same.
(G)
To issue badges and insignia to the members of the Club.
(H)
To act on behalf of members in regard to advance bookings, sale of tickets at race meetings and other gatherings and sporting events and for the reservation of accommodation at hotels and the like, and to carry out such similar duties as may generally be required from time to time and, in particular, in regard to any race meetings whether the Club act as promoters or joint promoters or otherwise.
(I)
To organise tours, lectures, educational courses, television, broadcasting, cinematograph shows, lantern lectures or other displays and to make known by way of advertisement or in any other way the objects of the Club or any analogous activities causes or projects which it may be desired to sponsor or support.
(J)
To prepare, print and publish any periodicals, books, circulars, leaflets or other literature which may be thought desirable for the promotion of the interests of the Club and its members and others interested in the objects of the Club and to distribute among its members and others information and statistics on all matters affecting the said objects, and in these or other activities undertake the duties of advertising and publicity agents.
(K)
To purchase hire or provide and maintain and to sell or otherwise dispose of all kinds of horses and live stock, motor cars, furniture, plate, linen, glass, books, papers, periodicals, stationery, billiard tables, cards, games, tools, implements, machines, utensils and other things required or which may be conveniently used in connection with the course and grounds, club-house and other premises of the Club by persons frequenting the same or which may otherwise be suitable for the purposes of the Club.
(L)
To hire and employ all classes of persons considered necessary for the purposes of the Club and to pay to them and to other persons in return for services rendered to the Club salaries, wages, gratuities and pensions.
(M)
To promote and hold, either alone or jointly with any other corporations, associations, clubs, or persons, meetings, competitions and matches for the racing of motor cars or motor cycles or any other sports or pastimes, and for the establishment of world records and to offer, give or contribute towards prizes, medals, and awards therefor, and to promote, give or support dinners, balls, concerts and other entertainments.
(N)
To establish, promote or assist in establishing or promoting, and to subscribe to, or become a members of, any other associations or clubs whose objects are similar or in part similar to the objects of the Club or the establishment or promotion of which may be beneficial to the Club. Provided that no subscription be paid to any such other association or club out of funds of the Club, except bona fide in furtherance of the objects of the Club.
(O)
To support and subscribe to any charitable or public body, and any institution, society or club which may be for the benefit of the Club or its employees, to give pensions, gratuities, Christmas boxes or charitable aid to any person who may have served the Club or has been connected with the Club's activities, or to the wife, widow, children or other relatives of any such person; to make payments towards insurance; and to form and contribute to provident and benefit funds for the benefit of any persons employed by the Club.
(P)
To invest and deal with the moneys of the Club not immediately required, upon such securities and in such manner as may from time to time be determined.
(Q)
To borrow or raise and give security for money by the issue of or upon bonds, debenture stock, bills of exchange, promissory notes or other obligations or securities of the Club or by mortgage or charge upon all or any part of the property of the Club.
(R)
To act as trustee for the members of the Club and as such trustee to receive and hold money in trust for them and therewith to purchase, hold in trust for and supply to the members of the Club intoxicating liquors, tobacco and other things.
(S)
To do all such other lawful things as are incidental or conducive to the attainment of the above objects or any of them.
4.
The income and property of the Club whencesoever derived shall be applied solely towards the promotion of the objects of the Club as set forth in the Memorandum of Association and no portion thereof shall be paid or transferred directly or indirectly by way of dividend, bonus or otherwise howsoever by way of profit to the members of the Club, and upon the winding up of the Club the surplus assets (if any) of the Club or funds arising from the realisation thereof which shall remain after payment of all debts and liabilities of the Club shall not be paid or distributed among the members of the Club but shall be given, paid or transferred to such Institutions having objects similar to those of the Club as the Council at the time of the commencement of such winding-up shall determine at or before the dissolution of the Club, provided always that nothing herein contained shall prevent the payment in good faith of remuneration to any officers or servants of the Club or to any member or any other person in return for any services actually rendered to the Club or the payment of normal interest upon moneys loaned or the repayment of moneys as provided for by sub-clause (Q) of Clause 3 hereof.
5.
The liability of the members is limited.
6.
Every member of the Club undertakes to contribute to the assets of the Club in the event of its being wound up while he is a member, or within one year afterwards, for payment of the debts and liabilities of the Club contracted before he ceases to be a member, and the costs, charges and expenses of winding-up, and for the adjustment of the rights of the contributors among themselves, such amount as may be required, not exceeding ten shillings.
NAMES, ADDRESSES AND DESCRIPTIONS OF SUBSCRIBERS
We, the several persons whose names, addresses and descriptions are subscribed are desirous of being formed into a Company in pursuance of this Memorandum of Association.
FRANK HERBERT BALE
23 Baslow Road, Eastbourne.
Director, Premier Motor Policies Ltd.
LESLIE H. WHITE
Vicotts, Bolney, Sussex.
Managing Director, W.E. White & Son Ltd, Guildford.
JOHN GORDON OFFORD
6 Downs View Close, East Dean, Eastbourne, Sussex.
Director, Offord & Sons Ltd, 154 Gloucester Road, S.W.7.
LEONARD FRANK DYER
38 Ross Court, Putney Hill, London, S.W.15.
Managing Director, Metropolis Garages Ltd.
JAMES DUNCAN FERGUSON
Heath Drive, Sutton, Surrey.
Chartered Accountant.
HORACE JOHN MORGAN
67 Latymer Court, Hammersmith, London, W.6.
General Secretary, British Automobile Racing Club.
STANLEY CLIFFORD KIRK
76 Swakeleys Drive, Ickenham, Middx.
Accountant
Dated the 19th day of February, 1953.
Witness to all the above signatures:-
FLORENCE LAVINIA MORGAN
67 Latymer Court, W.6.
Private Secretary
The Companies Act, 1948.
COMPANY HAVING BY GUARANTEE AND NOT HAVING A SHARE CAPITAL
ARTICLES OF ASSOCIATION
OF
BRITISH AUTOMOBILE RACING CLUB, LIMITED.
GENERAL
1.
In these presents the words standing in the first row of the Table next hereinafter contained shall bear the meaning set down in the second row thereof, if not inconsistent with the subject or context:-
The Act
The Companies Act, 1948.
These presents
These Articles of Association, and the regulations of the Company from time to time in force.
The Club
The above named Company.
The Council
The Council of Management for the time being of the Club.
The Office
The registered office of the Club.
The Seal
The common seal of the Club.
The United Kingdom
Great Britain and Northern Ireland.
Month
Calendar month.
In writing
Written, printed or lithographed or partly one and partly another, and other modes of representing or reproducing words in a visible form.
The Former Club
The unincorporated body known as "British Automobile Racing Club" referred to in the Memorandum of Association.
The Transfer date
The date on which the affairs of the Former Club are taken over by the Club.
And words importing the singular number only shall include the plural number, and vice versa.
Words importing the masculine gender only shall include the feminine gender.
Subject as aforesaid, any words or expressions defined in the Act or any statutory modification thereof for the time being in force shall, if not inconsistent with the subject or context, bear the same meanings in these presents.
2.
The number of members with which the Club proposes to be registered is for the purpose of registration declared to be unlimited.
3.
The provisions of Section 110 of the Act shall be observed by the Club and every member of the Club shall either sign a written consent to become a member or sign the register of members on becoming a member.
4.
The Club is established for the purposes expressed in the Memorandum of Association.
MEMBERSHIP
5.
The first members of the Club shall be -
(a) the signatories to the Memorandum of Association and these presents;
(b) every person who was at the Transfer Date a member of the Former Club and who shall on or before the First day of March, 1953, or such extended period as the Council may determine sign and deliver to the Secretary of the Club such form of application for membership as may be prescribed by the Council.
Provided always that if any persons who are members of the Former Club at the Transfer Date do not apply for membership of the Club, the Club shall notwithstanding that such persons are not members of the Club provide every such person with the same privileges rights and advantages (other than the right to attend and vote at meetings, the right to act as an Officer or Member of the Council, or the right to vote for the election of any such Officers or Members of the Council) during the remainder of his year of membership of the Former Club current at the Transfer Date as such person would have had during such period by virtue of his membership of the Former Club.
ADMISSION AND QUALIFICATION OF MEMBERS
6.
Every candidate for membership of the Club (other than the first members provided for by Article 5 hereof) shall be proposed by one member of the Club and seconded by another member of the Club, both of whom shall be personally acquainted with the candidate, on the forms provided by the Club which must be signed by the proposer and seconder. The Council may, in its discretion, in cases where a candidate is not so proposed and seconded, accept an approved reference in lieu. The candidate shall also sign a form of application for membership giving such particulars as the Council may from time to time prescribe and an undertaking to be bound by the Memorandum and Articles of Association and Rules. Every application shall also be accompanied by the amount of the entrance fee and the subscription, which sums shall be refunded if the candidate is not elected.
7.
The power of admitting members shall be vested in the Council. A candidate who receives a majority of the votes of the members of the Council present and voting shall be deemed to have been elected.
7A
Life Membership - discontinued February 1970, apart from special cases of Honorary Life Membership. Life members shall have rights and privileges as members of the Club during their lifetime or until their membership is earlier determined by resignation or otherwise.
8.
Every member shall be subject to re-election annually, and membership shall run from the first day of the calendar month in which the member was elected until the last day of the preceding calendar month in the following year, except that if any of the first members has, pursuant to Article 5 hereof, become a member prior to the date on which his then current membership of the Former Club would have expired, his original period of membership shall be deemed to expire on the last day of the calendar month in which his current membership of the Former Club would have expired. Every member shall be eligible for re-election, and the Council shall once at least in every month hold one or more meetings for the purpose of deciding on the re-election of members whose membership is due to expire on the last day of that month. The Council may in its absolute discretion and without giving any reason, refuse to re-elect a member, but every person whose membership of the Club is due to expire under this Article on the last day of any calendar month and who has not given any notice of resignation shall be deemed to have been re-elected for a further year (without the necessity of any specific resolution of the Council to that effect) unless at a meeting of the Council held in the calendar month in which his membership is due to expire a motion for his re-election shall have been put to the Council and lost, or the Council shall have resolved that he be not re-elected.
9.
Every member, whether or not he shall have actually received copies of the Memorandum and Articles of Association and the Rules shall be deemed to have notice of them and to be bound thereby.
10.
A member may at any time resign his membership by notice in writing to the Club and may by such notice specify that his resignation shall take effect as from the termination of his current year of membership or from some earlier date. In default of any date being specified herein the notice shall take effect as from the termination of the current year of membership. Provided always that unless his notice of resignation be received by the Secretary on or before the termination of his current year of membership, a member giving notice of resignation shall be liable to pay to the Club his subscription for the ensuing year.
11.
Membership of the Club shall cease in all or any of the following circumstances :-
(1)
If the Council shall resolve pursuant to Article 12 hereof that the member be expelled, as from the date of the resolution.
(2)
If a member be not re-elected or deemed to be re-elected under Article 8 hereof, as from the expiration of his current year of membership.
(3)
If a member by notice in writing to the Club resigns his membership as from the date specified in the notice or the expiration of his current year of membership whichever is the earlier.
(4)
If the annual subscription of a member shall be more than three months in arrears, as from the expiration of such period of three months, unless the Council before the expiration of such period resolve to extend such period, in which event the membership shall expire at the end of the extended period unless the subscription shall then have been paid.
12.
If any member shall wilfully refuse or neglect to comply with any of the provisions of the Memorandum and Articles of Association of the Club or of the Rules or shall be guilty of any conduct objectionable to other members of the Club or contrary to the interests of the Club he shall be liable to expulsion by a resolution of the Council; provided that not less than one week's notice in writing shall be given by the Secretary to any such member of the intended resolution and of the nature of allegations made against him and the member shall be entitled at his option to give an explanation in writing or to attend the meeting of the Council at which such resolution is to be considered and to give such explanation or make such defence in person as he may think fit. But the Council shall have absolute and unfettered discretion to accept or reject any such explanation or defence, and its decision to expel any member shall be final and conclusive.
13.
The Council shall have power to elect persons as Honorary Members who shall not be liable to pay any entrance fee or annual subscription. Honorary Members shall not be members of the Club for the purposes of the Act and their names shall not be entered in the Register of Members kept pursuant to the Act, and they shall be entitled to such privileges and advantages of membership as the Council may prescribe by the rules.
ENTRANCE FEES AND SUBSCRIPTIONS
14.
The amount of the Entrance Fee payable on election to membership of the Club, and the amount of annual subscription or subscriptions payable by members of the Club, shall be such as the Council shall from time to time prescribe. Unless and until the Council shall otherwise determine, the following provisions shall apply :-
(a) Annual Membership UK £19.50
(b) Entrance Fee £3.00 (payable on joining only)
(c) Overseas Membership £19.50
(d) Racing Membership £24.00
(e) Joint Membership £3.50
(f) Centre Membership £7.00
(g) Joint Centre Membership £3.50
(h) Junior Membership £5.00
GENERAL MEETINGS
15.
The Club shall hold a General Meeting in every calendar year as its Annual General Meeting at such time and place as may be determined by the Council and shall specify the meeting as such in the notices calling it.
Not more than fifteen months shall elapse between the date of one Annual General Meeting of the Club and that of the next provided that so long as the Club holds its first Annual General Meeting within eighteen months of its incorporation it need not hold it in the year of its incorporation or in the following year.
16.
All General Meetings, other than Annual General Meetings, shall be called Extraordinary General Meetings.
17.
The Council may whenever it thinks fit convene an Extraordinary General Meeting, and Extraordinary General Meetings shall also be convened on such requisition, or in default may be convened by such requisionists, as provided by Section 132 of the Act.
18.
Twenty-one days' notice in writing at the least of every Annual General Meeting and of every meeting convened to pass a Special Resolution, and fourteen days' notice in writing at the least of every other General Meeting (exclusive in every case both of the day on which it is served or deemed to be served and of the day for which it is given), specifying the place, the day and the hour of meeting, and in the case of special business the general nature of that business, shall be given in manner hereinafter mentioned to every member of the Club (other than members who under the provisions of these presents are not entitled to receive the notice) and to the Auditors for the time being of the Club; but with the consent of all the members entitled to attend and vote at the meetings, or of such proportion thereof as it prescribed by the Act in the case of meetings other than Annual General Meetings, may be convened by such notice as those members may think fit.
19.
The accidental omission to give notice of a meeting to, or the non-receipt of such notice by, any person entitled to receive notice thereof shall not invalidate any resolution passed, or the proceedings at that meeting.
PROCEEDINGS AT GENERAL MEETINGS
20.
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 income and expenditure account and balance sheet, and the reports of the Council and of the Auditors and the fixing of the remuneration of the Auditors, and the election or re-election of the President, Vice-Presidents and Officers, and the election or re-election of members to fill vacancies on the Council, or, in the event of a postal ballot having been adopted, receiving a report of the result of such a ballot.
21.
No business shall be transacted at any General Meeting unless a quorum is present. Save as herein otherwise provided twenty members personally present shall be a quorum.
22.
If within half an hour from the time appointed for the holding of a General Meeting a quorum is not present the meeting, if convened on the requisition of the 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 to such other day and at such time and place as the Council may determine, and if at such adjourned meeting a quorum is not present within half and hour from the time appointed for holding the meeting the members present shall be a quorum.
23.
The President or failing him the Chairman of the Council shall preside as Chairman at every General Meeting, but if at any meeting neither the President nor the Chairman of the Council be present within fifteen minutes after the time appointed for holding the same, or if neither of them be willing to act as Chairman, the members present shall choose some member of the Council, or if no such member be present, or if all the members of the Council present decline to take the Chair, they shall choose some member of the Club who shall be present to preside.
24.
The Chairman may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting) adjourn a meeting from time to time, and from place to place, but 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. Whenever a meeting is adjourned for fourteen days or more, seven days' notice at the least specifying the place, day and hour of the adjourned meeting shall be given but it shall not be necessary to specify in such notices the nature of the business to be transacted at the adjourned meeting. Save as aforesaid, the members shall not be entitled to any notice of an adjournment, or of the business to be transacted at an adjourned meeting.
25.
At any General Meeting a resolution put to the vote of the meeting shall be decided on a show of hands and a declaration by the Chairman of the meeting that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority, and an entry to that effect in the minute book of the Club, shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against that resolution.
26.
In the case of an equality of votes, the Chairman of the meeting shall be entitled to a casting vote in addition to any vote to which he may be entitled as a member.
VOTES OF MEMBERS
27.
Subject as herein provided, every member shall have one vote.
28.
Unless the Council shall otherwise determine, no person other than a member duly registered, who shall have paid every subscription and other sum (if any) which shall be due and payable to the Club in respect of his membership, shall be entitled to vote on any question at any General Meeting.
PRESIDENT AND VICE-PRESIDENT(S)
29.
A President and Vice-President(s) (who shall not by virtue of such appointment become Officers of the Club) shall be appointed at each Annual General Meeting. The persons to be elected President or Vice-President(s) shall be nominated to the Annual General Meeting by the Council who may make a temporary appointment. The first President and Vice-Presidents shall be the President and Vice-Presidents of the Former Club at the Transfer Date.
OFFICERS
30.
The Club shall have an Honorary Treasurer and an Honorary Legal Adviser (hereinafter referred to as "the Officers") each of whom shall be elected annually in accordance with the provisions hereinafter contained. The first Officers of the Club shall respectively be the Honorary Treasurer and the Honorary Legal Adviser of the Former Club holding office as such at the Transfer Date. The Officers of the Club shall be ex officio members of the Council.
COUNCIL
31.
The Club's affairs shall be managed by a Council consisting of the Officers, the Life Members referred to in Article 34 following, and twelve members (hereinafter called "Members of the Council"). The first Members of the Council shall be the persons who are at the Transfer Date for the time being holding office as elected members of the Council of the Former Club. No person shall be eligible as a Member of the Council who is not a member of the Club except that the first Members of the Council shall be entitled to act as such for a period of two months before becoming members of the Club, and so that at the expiration of the said period of two months any such Member of the Council who has not become a member of the Club shall be deemed to have vacated office.
32.
The Council may from time to time and at any time appoint any member of the Club as a Member of the Council to fill a casual vacancy. The Council may also appoint any member of the Club to fill a casual vacancy in the office of Honorary Treasurer or Honorary Legal Adviser. Any person appointed under this Article shall retain his office only until the next Annual General Meeting, but he shall then be eligible for re-election and, in the case of such co-opted Members of the Council, with and in the same manner as those Members retiring under Article 34.
33.
No Officer or Member of the Council shall vacate or be required to vacate his office or membership of the Council on or by reason of his having attained the age of seventy and any Officer or Member of the Council retiring or liable to retire under the provisions of these presents and any person proposed to be appointed as an Officer or Member of the Council shall be capable of being reappointed or appointed as the case may be notwithstanding that at the time of such reappointment or appointment he has attained the age of seventy and no special notice need be given of any resolution or proposal for the reappointment or appointment or approving the appointment as an Officer or Member of the Council of a person who shall have attained the age of seventy and it shall not be necessary to give to the members any notice of the age of any Officer or Member of the Council or of any person proposed to be appointed as such.
ELECTIONS OF OFFICERS AND COUNCIL
34.
At the Annual General Meeting in every year the Officers, the Members co-opted under Article 32, and four of the Members of the Council shall retire. Apart from such co-opted Members, the Members to retire shall be those who have been longest in office as such since their last appointment and so that as between persons who became Members of the Council on the same day those to retire shall be selected by lot or ballot as the Council may from time to time decide, except, firstly, that in the case of the first Members of the Council those to retire at the first two Annual General Meetings shall be selected by reference to the dates on which such first Members of the Council were last elected as members of the Council of the Former Club, and, secondly, that members of the Council and/or officers who have served as such for a consecutive period of thirty-five years shall become Life Members of the Council for so long as they remain members of the Club, provided that there shall not be more than two such Life Members of the Council at any one time.
35.
Elections of Officers and Members of the Council in the place of those retiring at the Annual General Meeting in every year shall be by ballot conducted in accordance with the following provisions and such ballot may, if so directed by an Ordinary Resolution of the Club passed not later than the 30th day of September last preceding the date of the Annual General Meeting be by postal vote:-
(1)
Every candidate for election as an Officer shall be nominated by the Council. Subject as provided by the next succeeding paragraph every candidate for election as a Member of the Council must be nominated by a member and such nomination must be in writing signed by the member making the same and must be accompanied by a written consent signed by the person nominated of his willingness to accept the office for which he is nominated. Every such nomination must reach the Secretary not later than the first day of January in every year.
(2)
A Member of the Council who is due to retire at the Meeting shall, if willing to act, be deemed to have been nominated as a candidate for re-election.
(3)
In the event of the number of candidates duly nominated or deemed to have been nominated as aforesaid being greater than the number of vacancies for which they are nominated, the Secretary shall prepare voting papers and such voting papers shall in the case of a postal vote be sent to every member of the Club at the same time as the notices convening the Annual General Meeting, and in any other case be handed to every member attending the Annual General Meeting at that Meeting.
(4)
Every such voting paper shall be in such form as the Council may from time to time consider most convenient and shall contain in respect of each office for which a vacancy is to be filled the names and addresses of all candidates who have been duly nominated or are deemed to be nominated for such office, together with the names and addresses of the members nominating them (if any).
(5)
No voting paper shall be valid unless:
(a) in the case of a postal vote only it is signed by the member exercising the votes;
(b) not more than one vote has been cast for any one candidate;
(c) the number of candidates for whom votes are cast is neither more nor less than the number of vacancies to be filled; and
(d) in the case of a postal vote, it is delivered to the Office on or before such date as may be specified in the notice convening the Annual General Meeting, or if no such date is so specified at least three days before the day appointed for holding the Annual General Meeting.
(6)
If not more than one candidate shall be duly nominated or deemed to be nominated to fill the place of a retiring Officer or if the number of candidates duly nominated or deemed to be nominated for election as Members of the Council shall not exceed the number of vacancies, such candidates shall be deemed to have been duly elected and no postal or other vote shall be taken in respect of them. And if in any case there are no nominations or fewer nominations or eligible retiring members than the vacancies to be filled, the unfilled vacancies (whether of Officers or Members of the Council ) may be filled by the Council as casual vacancies.
(7)
If any officer of any Centre or Group of the Club shall be elected to the Council he shall forthwith resign such office in the Centre or Group.
(8)
Not more than one Committee member of any Centre or Group shall serve on the Council at any one time.
(9)
Any person elected to the Council who holds a comparable position or office in any other motor club or a centre or group thereof shall not be entitled to serve as a member of the Council unless he shall first resign from the comparable position of office held by him.
POWERS OF THE COUNCIL
36.
The business of the Club shall be managed by the Council who may pay all the expenses of, and preliminary and incidental to, the promotion, formation, establishment and registration of the Club, and may 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, and as are not by statue or by these presents required to be exercised or done by the Club in General Meeting, subject nevertheless to any regulations of these presents, to the provisions of the statues for the time being in force and effecting the Club, and to such regulations, being not inconsistent with the aforesaid regulations or provisions, as may be prescribed by the Club in General Meeting, but no regulation made by the Club in General Meeting shall invalidate any prior act of the Council which would have been valid if such regulation had not been made.
37.
The members for the time being of the Council may act notwithstanding any vacancy in their body; provided always that in case the members of the Council shall at any time be reduced in number to less than the number prescribed by or in accordance with these presents as the necessary quorum, it shall be lawful for them to act as the Council for the purpose of increasing the number of the members of the Council to the number, admitting persons to membership of the Club or summoning a General Meeting.
CENTRES OR BRANCHES
38.
The Council shall have power to form and dissolve Centres or Branches of the Club as and when it shall consider it expedient in the interests of the Club, and to make Rules for the management and control of any such Centres or Branches and as to the application of their funds.
RULES
39.
The Council may make Rules for regulating the affairs of the Club which shall be binding on all members, and may from time to time revoke, alter, or replace any such Rules. In particular and without prejudice to the generality of the foregoing words the Council may make such Rules in regard to all or any of the following matters:-
(1) As to the rights and privileges (so far as not provided for by these presents) which shall be accorded to members of the Club, and as to the particulars to be supplied by candidates for membership.
(2) As to the conduct of members in relation to one another and to the Club's servants.
(3) As to the badges and insignia to be issued to members.
(4) As to the organisation, management and conduct of motor car races or other events arranged by the Club.
(5) As to the election of persons as honorary members and as to the privileges and advantages to be accorded to any persons so elected.
(6) As to the amount of the entrance fee and annual subscription.
(7) As to the formation, dissolution, management and control of Centres or Branches of the Club, as to the application of the funds of any such Centre or Branch, as to the transmission to the Secretary by each such Centre or Branch of particulars relating to its activities.
(8) As to arrangements for reciprocal concessions or other matters with other Clubs or Associations.
(9) As to any other matter as to the operation of the Club not already provided for by the Memorandum and Articles of Association thereof for the time being in force, provided always -
(a) that no Rules shall be inconsistent with or shall affect or repeal anything contained in the Memorandum or Articles of Association of the Club;
(b) that any Rule may be cancelled, modified or amended by Special Resolution of the Club; and
(c) that until otherwise provided by the Council the Rules of the Former Club in force at the Transfer Date shall be deemed to be the Rules of the Club, so far as the same are not inconsistent with the Memorandum of Association or these presents.
SECRETARY
40.
The Council shall appoint a Secretary and may if so desired appoint an Assistant or Deputy Secretary. Any such appointment may be upon such terms as to remuneration and otherwise as the Council may determine, and any person so appointed may at any time be removed by the Council and some other person appointed in the place of the person so removed.
SEAL
41.
The seal of the Club shall not be affixed to any instrument except by the authority of a resolution of the Council, and in the presence of at least two Officers or Members of the Council and of the Secretary, and the said Officers or Members of the Council and the Secretary shall sign every instrument to which the seal shall be so affixed in their presence, and in favour of any purchaser or person bona fide dealing with the Club such signatures shall be conclusive evidence of the fact that the seal has been properly affixed.
DISQUALIFICATION OF MEMBERS OF THE COUNCIL
42.
Any Officer or Member of the Council shall be deemed to have vacated his office or membership of the Council:-
(a) If a receiving order is made against him or he makes any arrangement or composition with his creditors;
(b) If he becomes of unsound mind;
(c) If he ceases to be a member of the Club;
(d) If by notice in writing to the Club he resigns his office;
(e) If he ceases to hold office by reasons of any order made under Section l88 of the Act;
(f) If he is removed from office by a resolution duly passed pursuant to Section 184 of the Act;
(g) If he is absent from three consecutive meetings of the Council or if he shall fail to attend at least 60% of the meetings of the Council held during any period of twelve months calculated from the date of his election or re-election to the Council and the Council resolve that his office is thereby vacated.
43.
In addition and without prejudice to the provisions of Section 184 of the Act, the Club may by Extraordinary Resolution remove any Officer or Member of the Council before the expiration of his period of office, and may by an Ordinary Resolution appoint another qualified member in his stead; but any person so appointed shall be subject to retirement at the same time as if he had been appointed on the day on which the person in whose place he is appointed was last appointed to the office from which he was removed.
PROCEEDINGS OF THE COUNCIL
44.
The Council may meet together for the dispatch of business, adjourn and other regulate its meetings as it thinks fit and determine the quorum necessary for the transaction of business. Unless otherwise determined five shall be a quorum. Questions arising at any meeting shall be decided by a majority of votes. In case of an equality of votes the Chairman shall have a second or casting vote.
45.
The Chairman of the Council may, and on the request of five persons, whether Officers or Members of the Council, the Secretary shall, at any time, summon a meeting of the Council by notice served upon every Officer and Member of the Council, provided that an Officer or Member of the Council who is absent from the United Kingdom shall not be entitled to notice of a meeting.
46.
The Council shall from time to time elect a Chairman who shall be entitled to preside at all meetings of the Council at which he shall be present, and may determine for what period he is to hold office, but if no such Chairman be elected, or if at any meeting the Chairman be not present within five minutes after the time appointed for holding the meeting or if he be unwilling to take the chair, the Officers and Members of the Council present shall choose one of their number to be Chairman of the meeting.
47.
A meeting of the Council at which a quorum is present shall be competent to exercise all the authorities powers and discretions for the time being vested in the Council generally.
48.
The Council may delegate any of its powers to Committees consisting of such Officers and Members of the Council as it thinks fit, and any Committee so formed shall, in the execution of the powers so delegated, conform to any regulations imposed on it by the Council. The meetings and proceedings of any such Committee shall be governed by the provisions of these presents for regulating the meetings and proceedings of the Council so far as applicable and so far as the same shall not be superseded by any regulations made by the Council as aforesaid.
49.
All acts bona fide done by any meeting of the Council or of any Committee of the Council, or by any person acting as an Officer or Member of the Council, shall, notwithstanding it be afterwards discovered that there was some defect in the appointment or continuance in office of any such officer, Member of the Council or person acting as aforesaid, or that they or any of them were disqualified or had vacated office be as valid as if every such person had been duly appointed and was qualified and had continued to be an Officer or a Member of the Council as the case may be.
50.
The Council shall cause proper minutes to be made of all appointments made by the Council and of the proceedings of all meetings of the Club and of the Council and of Committees of the Council 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 sufficient evidence without any further proof of the facts therein stated.
51.
A resolution in writing signed by all the Officers and Members of the Council for the time being or by all the members for the time being of any committee of the Council who are duly entitled to receive notice of a meeting of the Council or of such committee (as the case may be) shall be as valid and effectual as if it had been passed at a meeting of the Council or of such committee (as the case may be) duly convened and constituted.
ACCOUNTS
52.
The Council shall cause proper books of account to be kept with respect to:
(a) all sums of money received and expended by the Club and the matters in respect of which such receipts and expenditure take place;
(b) all sales and purchases of goods by the Club; and
(c) the assets and liabilities of the Club.
Proper books shall not be deemed to be kept if there are not kept such books of account as are necessary to give a true and fair view of the state of the affairs of the Club and to explain its transactions.
53.
The books of account shall be kept at the Office or, subject to Section 147 (3) of the Act, at such other place or places as the Council shall think fit, and shall always be open to the inspection of the Officers and Members of the Council.
54.
At the Annual General Meeting in every year the Council shall lay before the Club a proper income and expenditure account for the period since the last preceding account (or in the case of the first account since the incorporation of the Club) made up to a date not more than six months before such meeting, together with a proper balance sheet made up as at the same date. Every such balance sheet shall be accompanied by proper reports of the Council and the Auditors, and copies of such account, balance sheet and reports (all of which shall be framed in accordance with any statutory requirements for the time being in force) and of any other documents required by law to be annexed or attached thereto or to accompany the same shall not less than twenty-one clear days before the date of the meeting be sent to the Auditors and to all other persons entitled to receive notices of General Meetings in the manner in which notices are hereinafter directed to be served.
The Auditors' report shall be open to inspection and be read before the meeting as required by Section 162 of the Act.
AUDIT
55.
Once at least in every year the accounts of the Club shall be examined and the correctness of the income and expenditure account and balance sheet ascertained by one or more properly qualified Auditor or Auditors.
56.
Auditors shall be appointed and their duties regulated in accordance with Sections 159 to 162 of the Act, the Officers and Members of the Council being treated as the Directors mentioned in those sections.
NOTICES
57.
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 such member at his registered address appearing in the register of members.
58.
Any member described in the register of members by an address not within the United Kingdom, who shall from time to time give the Club an address within the United Kingdom at which notices may be served upon him, shall be entitled to have notices served upon him at such address, but, save as aforesaid and as provided by the Act, only those members who are described in the register of members by an address within the United Kingdom shall be entitled to receive notices from the Club.
59.
Any notice, if served by post, shall be deemed to have been served on the day following that on which the letter containing the same is put into the post, and in proving such service it shall be sufficient to prove that the letter containing the notice was properly addressed and put into the post office as a prepaid letter.
DISSOLUTION
60.Clause 4 of the Memorandum of Association of the Club relating to the winding up and dissolution of the Club shall have effect as if the provisions thereof were repeated in these Articles.