SOUTH OF SCOTLAND CAR CLUB LIMITED
ABSTRACT of the MEMORANDUM and ARTICLES of ASSOCIATION
The Companies Acts 1948 to 1967
COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL
1. The provisions of Section 110 of the Act shall be observed by the Club and every member of the Club shall sign a written consent to become a member.
Every candidate for membership shall sign a form of application for membership giving details required by the Board and undertake to be bound by the Memorandum for Articles of Association and Rules. The application shall be accompanied by the annual subscription which shall be refunded if the candidate is not elected.
2. The power of admitting members rests with the Board and no reason need be given for non-admittance.
3. Every member, whether or not he shall have actually received a copy of the Memorandum and Articles of Association shall be deemed to have notice of them and to be bound thereby as they are available on the website.
4. A member may resign at any time by sending his resignation in writing to the Secretary. Unless he specifies otherwise the resignation will take effect from the end of his current year of membership.
5. Membership shall cease
a. if the member is expelled from the Club b. if a member resigns in writing
c. if the annual subscription be more than two months in arrears, unless the period is extended by decision of the Board.
6. Any member who refuses or neglects to comply with the Articles or Rules of the Club, or is guilty of conduct objectionable to other members, or contrary to the interests of the Club may be expelled by resolution of the Board. Notice of expulsion shall be given in writing not less than one week before the date of expulsion giving details of reasons for the decision. The member shall be entitled to answer in writing these allegations or attend a meeting of the Board to discuss the allegations. The Board shall have absolute discretion to accept or reject any explanation. Its decision to expel a member shall then be final and conclusive.
7. The Board shall have power to elect Honorary members who shall not be liable to pay any entrance fee or annual subscription. Honorary members shall not be registered members of the Club for the purposes of the Act. They shall be entitled to such privileges and advantages of membership as the Board may decide.
8. The amount of the entrance fee payable on election, and the amount of the Annual Subscription shall be decided by the Club in General Meeting. The annual subscription shall become due in advance of 1st January.
9. a. The Annual General Meeting shall be held not later than 30th June each year.
b. The accounts for the year up to the preceding 31st January shall be placed before the Annual General Meeting.
10. An Extraordinary General Meeting may be convened by the Directors or on requisition by any 12 members in writing to the Secretary.
11. An AGM or a meeting for the passing of a Special Resolution shall be called by 21 days’ notice in writing. Any other meeting to be called by 14 days’ notice in writing. The notice shall be exclusive of the day on which it is served and the day of the meeting. The notice shall specify the reason for the meeting, the place, the day and the hour of the meeting and shall be issued to those entitled to receive such notices from the Company.
If a meeting of the Company is called on shorter notice than specified it may be deemed to have been duly called if so agreed by two thirds of the total current membership.
12. The accidental omission or non-receipt of a notice of meeting by any person entitled to receive notice shall not invalidate the proceedings of that meeting.
13. Any business other than the accounts, balance sheets, Directors Report election of directors shall be deemed special.
14. a. No business shall be transacted at any General Meeting unless a quorum of 7 members be present.
b. No business shall be discussed at any General Meeting unless:
i It is notified in the Agenda.
ii One quarter of those present and entitled to vote, vote to discuss it.
15. If a quorum is not present within half an hour of the time of the start of the meeting, it shall be adjourned to the same time, the same day, at the same place the next week, or to such other day, time and place as the Directors may determine. If at this adjourned meeting a quorum is not present, then the members present shall be a quorum.
16. The Chairman of the Board shall preside at every General Meeting, failing him the Vice-Chairman. If they are not present within 15 minutes of the start of the meeting, then a member of the Board or finally a chosen Club member shall take the chair.
17. The Chairman may, with the consent of the meeting, adjourn the meeting from time to time and from place to place. No business shall be transacted at any adjourned meeting other than the business left unfinished. If a meeting is adjourned for 30 days or more notice of the adjourned meeting shall be given as in the case f the original meeting.
18. A resolution in writing signed by two-thirds of the members entitled to do so shall be as valid as if it had been passed at a General Meeting of the Company.
VOTES OF MEMBERS
19. Every member shall have one vote.
20. Unless the Board determines otherwise only fully paid up members may vote.
BOARD OF DIRECTORS
21. The Club shall be managed by a Board of Directors consisting of Chairman, Vice-Chairman, Treasurer, Secretary and Competitions Secretary (The Officers) and not more than 10 ordinary Directors. Only paid up members of the Club are eligible as Directors.
22. The Board may appoint any member of the Club as a Director to fill a casual vacancy. This office to be filled until the next A.G.M. when he shall be eligible for re- election.
ELECTION OF BOARD OF DIRECTORS
23. At the AGM every year, all the Officers and all Directors shall retire but shall be eligible for re-election. The Chairman shall not hold office as Chairman for more than two years concurrently. On his retiral he shall become an ex officio member of the Committee for the year after his retiral. Thereafter the Chairman shall not be eligible for re-election until he has been out of office for two years.
24. The Company may from time to time by Ordinary Resolution increase or reduce the number of Directors and may also determine in what rotation the increased or reduced number is to go out of office.
25. Election of Officers and Directors
1. Every candidate shall be nominated by two members.
2. A Director due to retire, if willing to stand again, shall be deemed to have been nominated.
3. If there are more nominees than vacancies then voting shall be by show of hands or ballot.
4. If the number of candidates equals the number of positions then no vote shall be required. If there are fewer candidates than positions then those candidates are elected, and the unfilled vacancies may be filled by the Board as casual vacancies.
26. The Directors shall be responsible for all the powers of the Company to borrow money.
POWERS AND DUTIES OF DIRECTORS
27. The business of the Company shall be managed by the Directors unless such business requires a General Meeting of the Company and providing it be carried out with regard to these Articles or the Act.
28. The Directors may appoint somebody to be Attorney of the Company having such powers to act as the Directors may decide providing such powers do not go outside the powers of the Directors themselves.
29. All cheques, receipts etc., shall be executed in such manner as the Directors shall determine by Resolution.
30. The Directors shall cause minutes to be made for the purpose:
a. of all appointments of Officers made by the Directors.
b. the names of Directors present at each meeting of the Directors.
c. all resolutions and proceedings of meetings of the Company or Board.
DISQUALIFICATION OF DIRECTORS
31. An Officer or Director shall be deemed to have vacated his office or membership of the Board:
a. if he becomes bankrupt.
b. if he becomes of unsound mind.
c. if he ceases to be a member of the Club.
d. if he resigns his office in writing.
e. if he ceases to hold office by person or any order made under Section 188 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 Board and the Board resolved that his office is thereby vacated.
32. In addition and without prejudice to the provisions of Section 184 of the Act, the Club may remove any Officer or member of the Board, before expiration of this office, by Extraordinary Resolution. The Club, by Ordinary Resolution may fill the
vacant post. The person so elected, shall retire at the same time as the original holder of the office would have retired.
PROCEEDINGS OF DIRECTORS
33. The Directors may meet together for the despatch of business as necessary. Questions arising at any meeting shall be decided by a majority of votes. In the case of an equality of votes the Chairman shall have a second or casting vote. A Director may summon a meeting of Directors.
34. The quorum for the transaction of business shall be 4.
35. The Chairman shall be Chairman of their meetings but if the Chairman is not present within 5 minutes of the appointed time, the Directors may choose one of their number to be Chairman of the meeting.
36. The Directors may appoint committees. Such committees will comply with the regulations imposed on it by the Directors.
37. A resolution in writing, signed by all the Directors, shall be valid and effective as if it had been passed at a meeting of the Directors.
38. The Board 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, the Board may make such Rules in regard to all or any of the following matters:
a. 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.
b. As to conduct of members in relation to one another and to the Club’s servants.
c. As to the badges and insignia to be issued to members.
d. As to the organisation, management and conduct of motor sporting activities or other events arranged by the Club.
e. As to the election of persons as honorary members and as to the privileges and advantages to be accorded to any persons so elected.
g. As to arrangements for reciprocal concessions or other matters with other Clubs or Association.
As to any other matter as to the operation of the Club not already provided for by the Memorandum and Articles of Association thereof or the time being in force, provided always:
i That no Rules shall be inconsistent with or shall affect or repeal anything contained in the Memorandum and Articles of Association of the Club.
ii That any Rule may be cancelled, modified or amended by Special Resolution of the Club.
39. The Directors shall cause proper books of account to be kept with respect to: a. All receipts and expenditure of the club with details.
b. All sales and purchases by the Company.
c. The assets and liabilities of the Company.
40. The books of account shall be kept at the Registered Office of the Company or a place that the Directors think fit. They shall be open to inspection.
41. The Directors shall decide the arrangements by which the books and accounts shall be open for inspection by members. No member, unless a Director shall have the right to inspect the books without prior arrangement.
42. The Directors, in accordance with Sections 148, 150 and 157 of the Act, shall cause to be prepared and to be laid before the Company at General Meeting such financial details as are required.
43. The complete company Balance Sheet, Auditors Report etc., shall be not less than 21 days before the General Meeting at which such details are to be laid before the Company.
44. Auditors shall be appointed and their duties regulated in accordance with Sections 159 to 162 of the Act.
45. A notice may be deemed to have been served to a member either personally or by properly conducted post. In the case of postage the notice is understood to have been served 24 hours after the letter was posted.
46. Notice of every General Meeting shall be given in any manner authorised to: a. every member who has provided an address.
b. a legal representative of a member.
c. the auditor of the Company.
47. No dissolution of the Club shall be valid unless with the consent in writing of tw0- thirds of the members delivered to the secretary within a maximum period of 21 days.