THE COMPANIES ACT 1985 TO 1989
COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL
MEMORANDUM OF ASSOCIATION OF:
AUTO-TRAIL OWNERS CLUB
1) The Company's name (herein after called the Club) is AUTO-TRAIL OWNERS CLUB (by virtue of exemption claimed under Section 30 of the Companies Act 1985).
2) The Club's registered office is to be situated in England and Wales.
3) The Club shall be run and managed by the Board of Directors as set out in the Articles of Association of the Club attached hereto.
4) The Club's Objects are:
a) To promote the education of Members to further and protect the interests of motorcaravanners who are Members of the Club, to increase their enjoyment of their pastime, to hold a number of Rallies, to maintain a high standard of conduct, to observe the Caravan Code and to adhere to the Country Code and to obey the rules of DEFRA or such other statutory body as required.
b) To carry on any other trade or business whatever, which can, in the opinion of the Board of Directors, be advantageously carried on in connection with or ancillary to any of the business of the Club.
c) To purchase or by any other means acquire and take options over any property whatever, and any rights or privileges of any kind over or in respect of any property.
d) To apply for, register, purchase, or by other means acquire and protect, prolong and renew, whether in the United Kingdom or elsewhere, any patents, patent rights, brevets d'invention, licences, secret processes, trade marks, designs, protections and concessions.
e) To invest and deal with the moneys of the Club not immediately required in such manner as may from time to time be determined and to hold or otherwise deal with any investments made.
f) To borrow and raise money in any manner and to secure the repayment of any money borrowed, raised or owing by mortgage, charge, standard security, lien or other security upon the whole or any part of the Club's property or assets (whether present or future), including its uncalled capital, and also, by a similar mortgage, charge, standard security, lien or security, to secure and guarantee the performance by the Club of any obligation or liability it may undertake or which may become binding on it.
g) To draw, make, accept, endorse, discount, negotiate, execute and issue cheques, bills of exchange, promissory notes, bills of lading, warrants, debentures, and other negotiable or transferable instruments.
h) To apply for, promote and obtain any Act of Parliament, order, or licence of the Department of Trade or other authority for enabling the Club to carry any of its objects into effect, or for effecting any modification of the Club's constitution, or for any other purpose which may seem calculated directly or indirectly to promote the Club's interests, and to oppose any proceedings or applications which may seem calculated directly or indirectly to prejudice the Club's interests.
i) To enter into any arrangements with any government or authority (supreme, municipal, local or otherwise) that may seem conducive to the attainment of the Club's objects or any of them, and to obtain from any such government or authority any charters, decrees, rights, privileges or concessions which the Club may think desirable and to carry out, exercise, and comply with any such charters, decrees, rights, privileges, and concessions.
j) To sell or otherwise dispose of the whole or any part of the business or property of the Club, 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.
k) To act as agents or brokers and as trustees for any person, firm or company, and to undertake and perform sub-contracts.
l) To remunerate any person, firm or company rendering services to the Club.
m) To pay all or any expenses incurred in connection with the promotion, formation and incorporation of the Club, or to contract with any person, firm or company to pay the same, and to pay commissions to brokers and others for underwriting, placing, selling or guaranteeing the subscription of any shares or other securities of the Club.
n) To support and subscribe to any charitable or public object and to support and subscribe to any institution, society or club, which may be for the benefit of the Club or its Board of Directors or its employees, to give or award remuneration, gratuities, or other allowances or benefits or charitable aid and generally to provide advantages, facilities and services for any persons who are or have been Directors of, or who are serving or have served the Club, and to the wives, widows, children and other relatives and dependants of such persons; to make payments towards insurance.
o) To procure the Club to be registered or recognised in any part of the world.
p) To do all or any of the things or matters aforesaid in any part of the world and either, as principals, agents, contractors or otherwise, by or through agents, brokers, sub-contractors or otherwise either alone or in conjunction with others.
q) To do all such other things as may be deemed incidental or conducive to the attainment of the Club's objects or any of them.
AND so that:
5) None of the objects set forth in any sub-clause of this Clause shall be restrictively construed but the widest interpretation shall be given to each such object, and none of such objects shall, except where the context expressly so requires, be in any way limited or restricted by reference to or inference from any other object or objects set forth in such sub-clause, or by reference to or inference from the terms of any other sub-clause of this Clause, or by reference to or inference from the name of the Club.
6) None of the sub-clauses of this Clause and none of the objects therein specified shall be deemed subsidiary or ancillary to any of the objects specified in any other such sub-clause, and the Club shall have as full a power to exercise each and every one of the objects specified in each sub-clause of this Clause as though each such sub-clause contained the objects of a separate Club.
7) The word "Club" in this Clause, except where used in reference to the Club, shall be deemed to include any partnership or other body of persons, whether incorporated or unincorporated and whether domiciled in the United Kingdom or elsewhere.
8) In this Clause the expression "the Act" means the Companies Act 1985, but any reference in this clause to any provision of the Act shall be deemed to include a reference to any statutory modification or re-enactment of that provision for the time being in force.
9) The income and property of the Club shall be applied solely towards the promotion of its objects as set forth in this 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 Members of the Club, and no Member of the Board of Directors shall be appointed to any office of the Club paid by salary or fees or receive any remuneration or other benefit in money or money's worth from the Club, save as is expressly permitted in clause (n) aforesaid.
Provided that nothing herein shall prevent any payment in good faith by the Club:
a) of reasonable and proper remuneration to any Member or servant of the Club (not being a Member of its Board of Directors) for any services rendered to the Club;
b) of interest on money lent by any Member of the Club or of its Board of Directors at a reasonable and proper rate per annum not exceeding the published base lending rate of a clearing bank to be selected by the Board of Directors;
c) of reasonable and proper rent for premises demised or let by any Member of the Club or its Board of Directors;
d) of fees, remuneration or other benefit in money or money's worth to any company of which a Member of the Board of Directors is a Member and
e) to any Member of its Board of Directors of reasonable out-of-pocket expenses.
10) The liability of the Members is limited.
11) Every Member of the Club undertakes to contribute such amount as may be required (not exceeding £5) to the Club's assets if it should be wound up while he is a Member, or within one year after the end of the year in which he ceases to be a Member, for payment of the Club's debts and liabilities 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 contributories among themselves.
12) If upon the winding-up or dissolution of the Club there remains, after the satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among the Members of the Club, but shall be given or transferred to some other charitable institution or institutions having objects similar to the objects of the Club, and which prohibit the distribution of its or their income and property to an extent at least as great as is imposed on the Club under or by virtue of Clause 5 hereof, such institution or institutions to be determined by the Members of the Club at or before the time of dissolution, and if and so far as effect cannot be given to such provision, then to some other charitable object.
THE COMPANIES ACT 1985 TO 1989
COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL
ARTICLES OF ASSOCIATION OF:
AUTO-TRAIL OWNERS CLUB
1) In these Articles the words in the first column of the Table next shown shall bear the meaning set opposite to them in the second column, unless the contrary intention appears:
the Act means the Companies Act 1985, and any reference in these Articles to this Act or to any provision of the Act shall include any reference to any statutory modification or re-enactment thereof for the time being in force.
year the calendar year.
month calendar month.
term the time between two consecutive Annual General Meetings.
The Rules means the Rules of the Club as set out in the ‘AUTO-TRAIL OWNERS CLUB - RULES’.
the Magazine the Club’s publication, normally published quarterly, sent to every Member.
Director means Director as set out in the Act.
Board of Directors means the Directors in meeting as appointed by the Members of the Club in The Rules, excluding any person appointed as Company Secretary who is not also appointed by the Members as a Director.
consent of Members means the agreement of Members by simple majority in General Meeting.
the articles means the articles of the Club.
notice means the inclusion in the Magazine of notice that a General Meeting has been called or by such other means as the Board of Directors deem appropriate from time to time. Publication of such notice or normally acceptable proof of such other means of service shall be conclusive evidence that notice has been given to all Members. The notice period must be at least four weeks from the reasonably expected delivery date of such notice.
clear days in relation to the period of a notice, means that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect.
communication means the same as in the Electronic Communications Act 2000.
electronic communication means the same as in the Electronic Communications Act 2000.
executed includes any mode of execution.
Office means the registered office of the company.
Secretary means the secretary of the company or any other person or persons appointed to perform the duties of the secretary, as required by the Act, of the company, including a Joint, Assistant, Membership, Club, Administrative, Deputy or other secretary.
the United Kingdom means Great Britain and Northern Ireland.
And words importing the singular only shall include the plural and vice – versa.
And words importing the masculine gender shall include the feminine gender.
2) The regulations contained in Table A to F in the Schedule to the Companies (Tables A to F) Regulations 1985 (SI 1985 No 805) as amended shall not apply to the Company.
Members and Management
3) a) The qualifications and requirements to be a Member shall be as set out in The Rules without prejudice to any of the provisions of these Articles and an Incorporated body may not be a Member.
b) The number of Members of the Club shall be unlimited.
c) The subscribers to the Memorandum of Association of the Club and such other persons as are admitted to Membership in accordance with these Articles shall be Members of the Club. No person shall be admitted as a Member of the Club unless he is approved by the Board of Directors but such approval shall not be unreasonably withheld. Every person who wishes to become a Member shall deliver to the Club Secretary (appointed as prescribed in The Rules) an application for Membership, executed by him, in such form as the Club Secretary determines with the agreement of the Company Secretary, that sets out the obligations and undertakings required and determined from time to time by the Board of Directors as required by these Articles and The Rules.
4) A Member may at any time withdraw from the Club by giving at least seven clear days' notice to the Club. Membership shall not be transferable and shall cease on death.
5) a) The Club shall be managed by a number of Members elected in General Meeting to form a Board of Directors. On election each Member of the Board of Directors shall be required to sign a letter of agreement and undertaking that sets out the rights, duties, responsibilities and powers of being a Director. This letter shall be prepared by the Company Secretary approved by the Board, and witnessed.
b) The maximum number and minimum number of Members of the Board of Directors shall be determined from time to time by the Members in General Meeting and shall be set out in The Rules. Subject to and in default of any such determination there shall be no maximum number of Directors and the minimum number of Directors shall be one. When the minimum number of Directors is less than or equal to one half of the maximum number, the Board of Directors may only exercise the power given to them by virtue of Article 5(f) hereof and may not do or cause anything to be done until such time as their number is greater than one half of the maximum.
c) The Board of Directors shall be required to retire by rotation as set out in The Rules. In the event of equal seniority and in the absence of agreement the Director(s) to retire shall be decided by lot at a Meeting of the Directors held not later than two months before the Annual General Meeting at which the election of Directors is to take place. No Member may remain a Director for more than two terms without standing for re-election if eligible. None of the following may be related or have the same Membership number or be Members by virtue of their use of the same motorcaravan: the Chairman, Club Secretary, Club Treasurer and Company Secretary.
d) No person shall be appointed as a Director at any General Meeting unless either:
i) he is recommended by the Board of Directors; or
ii) not less than ten nor more than thirty-five clear days before the date appointed for the General Meeting, notice executed by any two Members qualified to vote at the General Meeting has been given to the Club Secretary of their intention to propose that person for appointment, together with a written notice executed by the person proposed for election of his willingness to be appointed.
e) Subject to paragraph (b) above, the Club may, by the consent of Members, appoint any person who is willing to act as a Director, either to fill a vacancy or as an additional Director.
f) Subject to paragraph (b) above, the Board of Directors may appoint a person who is willing to be a Director to fill a vacancy. Any person so appointed by the Board of Directors must resign and may stand for election by the Members at the Annual General Meeting following their appointment by the Board of Directors. Any person so appointed and subsequently not elected at an Annual General Meeting may not be subsequently re-appointed by the Board of Directors. Any person failing to be so elected as a Director will be eligible to stand for election as a Director at any subsequent Annual or Extraordinary General Meeting called for the purpose.
g) The Board of Directors shall meet as often as it deems necessary to deal with the business of the Club. No business other than that set out in Article 5(f) hereof shall be valid at any Board of Directors Meeting unless there are present at least one more than one half of their maximum number as set out in The Rules. Notice of such Meetings shall be given as set out in The Rules.
h) A resolution or agreement in writing signed by a majority of the Board of Directors for the time being, who are entitled to receive notice of a Meeting of the Board of Directors, shall be valid and effectual as if it had been passed at a Meeting of the Board of Directors duly convened and constituted.
6) The Board of Directors shall appoint a Company Secretary who may, but need not, be a Member of the Club or its Board of Directors as set out in The Rules and may be removed by them. Any such appointee who is not a Member of the Club in accordance with The Rules shall be deemed to be one for the purposes of the Club’s Certificate of Exemption granted by the relevant Government Agency and shall attend Meetings of the Board of Directors and General Meetings of the Club in an advisory capacity only and shall not be entitled to vote thereat, whether or not he is a Member of the Club, unless he is also a Director or Member as appropriate.
7) The Members shall elect three Members who shall be the Chairman (of the Club and the Board of Directors), the Club Secretary and the Club Treasurer who will be Directors.
8) In accordance with section 352 and 353 of the Act, the Club Secretary shall maintain a register of Members and the Company Secretary shall be notified of the place at which that register is kept or maintained and, in accordance with section 2(4) of the Act, the Club Secretary shall obtain and, in accordance with section 352(6) and (7) of the Act, keep, a signed undertaking as set out in paragraph (7) of the above Memorandum of Association before each applicant is entered into the prescribed register of Members.
9) The Board of Directors may recommend that the Members in General Meeting appoint a President and one or more Vice Presidents, by simple majority, for such period as they agree, who need not be Members of the Club. These appointments are Honorary and confer no authority to direct or manage the business or activities of the Club at any time. Such appointee(s) will be deemed to be Members of the Club for the purposes of the Club’s Certificate of Exemption granted by the relevant Government Agency and they may be invited to attend such Meetings of the Board of Directors or Members as the Board of Directors agree is appropriate.
10) The Board of Directors on 1st January 2005 shall be those who were the Officers and Committee Members of the Auto-Trail Owners Club (an unincorporated association) on 31st December 2004. The requirements for each of them to retire and stand for election shall be as they were on 31st December 2004 as Members of that Committee. The requirements for the retirement and election shall thereafter be as set out in The Rules.
11) Members of the Board of Directors may not appoint an alternative Member in their place under any circumstances or for any purpose at any time.
Disqualification of Directors
12) A Director may not remain in office if he becomes incapable, by reason of illness, injury or other cause, of managing and administering his property or affairs.
Proceedings of The Board of Directors
13) A Director may vote, at any Meeting of the Board of Directors or of any Committee of the Board of Directors, on any resolution, notwithstanding that the resolution in any way concerns or relates to a matter in which he has, directly or indirectly, any kind of interest whatsoever, and if he shall vote on any such resolution as aforesaid his vote shall be counted; and in relation to any such resolution as aforesaid he shall (whether or not he shall vote on the same) be taken into account in calculating the quorum present at the Meeting.
14) Any resolution passed by a simple majority, including a casting vote of the Chairman in addition to any other vote he may have in the event of an equality of votes, shall be deemed to have been passed by all of the Members of the Board of Directors and an entry in the minutes of that Meeting signed by the Chairman shall be conclusive evidence that the resolution was passed.
15) The Board of Directors shall cause minutes to be recorded:
a) of all appointments of Directors and Secretaries and
b) of all proceedings at Meetings of the Club and of the Board of Directors, including the names of the Directors and Secretary(ies) present at each such Meeting.
General Meetings and Resolutions
16) All General Meetings other than Annual General Meetings shall be called Extraordinary General Meetings.
17) The Board of Directors may call General Meetings and, on the requisition of Members, pursuant to the provisions of the Act and The Rules, shall, within 21 days of the date of receipt of the requisition, give notice that an Extraordinary General Meeting has been called. If there are not within the United Kingdom sufficient Directors to call a General Meeting any Director or any Member of the company may call a General Meeting.
Notice of General Meetings
18) An Annual General Meeting or an Extraordinary General Meeting shall be called by due notice. A General Meeting may be called by shorter notice if it is so agreed by not less than 95% of those Members entitled to attend and vote at such Meeting.
19) The notice shall specify the time and place of the Meeting and the nature of the business to be transacted and, in the case of an Annual General Meeting, shall specify the Meeting as such. The notice shall be given to all Members of the Club and any Company Secretary who is not a Member of the Club.
20) The accidental omission to give notice of a Meeting to, or the non-receipt of notice of a Meeting by any person entitled to receive notice shall not invalidate the proceedings at that Meeting.
Proceedings at General Meetings
21) No business shall be transacted at any Meeting unless a quorum is present.A quorum shall be six Members who are entitled to vote upon the business to be transacted.
22) If such a quorum is not present within half an hour from the time appointed for the Meeting, or if during a Meeting such a quorum ceases to be present, the Meeting shall stand adjourned to the same day in the next week at the same time and place or such time and place as the Board of Directors may determine.
23) The chairman, if any, of the Board of Directors, or in his absence some other Member of the Board of Directors nominated by the Board of Directors, shall preside as chairman of the Meeting, but if neither the chairman nor such other Director (if any) be present within fifteen minutes after the time appointed for holding the Meeting and willing to act, the Members present shall elect one of their number to be chairman and, if there is only one Director present and willing to act, he shall be chairman.
24) The chairman may, with the consent of a Meeting at which a quorum is present (and shall if so directed by the Meeting), adjourn the Meeting from time to time and from place to place, but no business shall be transacted at an adjourned Meeting other than business which might properly have been transacted at the Meeting had the adjournment not taken place. When a Meeting is adjourned for fourteen days or more, at least seven clear days' notice shall be given specifying the time and place of the adjourned Meeting and the nature of the business to be transacted. Otherwise it shall not be necessary to give any such notice.
25) A resolution put to the vote of a Meeting shall be decided on a show of hands unless before, or on the declaration of the result of the show of hands, a poll is duly demanded. Subject to the provisions of the Act, a poll may be demanded:
a) by the chairman; or
b) by at least two Members having the right to vote at the Meeting.
26) Unless a poll is duly demanded, a declaration by the chairman 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 minutes of the Meeting, shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.
27) The demand for a poll may, before the poll is taken, be withdrawn but only with the consent of the chairman and a demand so withdrawn shall not be taken to have invalidated the result of a show of hands declared before the demand was made.
28) A poll shall be taken as the chairman directs and he may appoint scrutineers (who need not be Members) and fix a time and place for declaring the result of the poll. The result of the poll shall be deemed to be the resolution of the Meeting at which the poll was demanded.
29) In the case of an equality of votes, whether on a show of hands or on a poll, the chairman shall be entitled to a casting vote in addition to any other vote he may have.
30) A poll demanded on the election of a chairman or on a question of adjournment shall be taken at the time. A poll demanded on any other question shall be taken either at the time or at such time and place as the chairman directs, not more than thirty days after the poll is demanded. 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 the poll was demanded. If a poll is demanded before the declaration of the result of a show of hands and the demand is duly withdrawn, the Meeting shall continue as if the demand had not been made.
31) No notice need be given of a poll not taken at the time if the time and place at which it is to be taken are announced at the Meeting at which it is demanded. In any other case at least seven clear days' notice shall be given specifying the time and place at which the poll is to be taken.
32) A resolution in writing executed by or on behalf of each Member who would have been entitled to vote upon it if it had been proposed at a General Meeting at which he was present shall be as effectual as if it had been passed at a General Meeting duly convened and held and may consist of several instruments in the like form each executed by or on behalf of one or more Members.
Votes of Members
33) On a show of hands, every Member present in person shall have one vote. On a poll, every Member present in person shall have one vote. On an electronic vote, every Member shall have one vote. No objection shall be raised to the qualification of any voter except at the Meeting or adjourned Meeting at which the vote objected to is tendered and every vote not disallowed at the Meeting shall be valid. Any objection made in due time shall be referred to the chairman whose decision shall be final and conclusive.
34) In accordance with section 372(2) of the Act proxy or postal votes are not required and shall not be valid.
Exercise of Powers
35) a) The Board of Directors may exercise all the powers of the Club by simple majority at any duly convened Meeting of the Board of Directors provided that the Members of the Club in General Meeting have first approved such exercise in the furtherance of the Club’s objectives as set out in the Memorandum of Association of the Club by the required majority set out in (b) hereunder
b) To further the objects of the Club by doing or causing to be done such things set out in any of:
i) paragraph n of the Club’s objects the Members must in General Meeting agree by a majority of at least 75% of those present or in
(ii) the remaining paragraphs of the Club’s objects the Members are not required to vote in General Meeting and
(iii) subject to the provisions of the Act, the memorandum and the articles and to any directions given by special resolution, the business of the Company shall be managed by the Board of Directors who may exercise all the powers of the Company. No alteration of the memorandum or articles and no such direction shall invalidate any prior act of the Board of Directors which would have been valid if that alteration had not been made or that direction had not been given. The powers given by this regulation shall not be limited by any special power given to the Board of Directors by the articles and a Meeting of the Board of Directors at which at least one more than one half of their maximum number is present may exercise all powers exercisable by the Board of Directors.
36) Every Director or Secretary shall be indemnified out of the assets of the Club against all losses or liabilities which he may sustain or incur in or about the execution of the duties of his office or otherwise in relation thereto, including any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgement is given in his favour or in which he is acquitted or in connection with any application under Section 727 of the Act in which relief is granted to him by the Court, and no Director shall be liable for any loss, damage or misfortune which may happen to or be incurred by the Club in the execution of the duties of his office or in relation thereto. But this Article shall only have effect in so far as its provisions are not avoided by Section 310 of the Act.
37) The Members may from time to time make such Rules or Bye Laws as they may deem necessary, expedient or convenient for the proper conduct and management of the Club and for the purposes of prescribing the classes of and conditions of Membership, and they shall by such Rules or Bye Laws regulate:
a) The admission and classification of Members of the Club, and the rights and privileges of such Members, and the conditions of Membership and the terms on which Members may resign or have their Membership terminated and the entrance fees, subscriptions and other fees or payments to be made by Members.
b) The conduct of Members of the Club in relation to one another, the Club's servants and activities.
c) The setting aside of the whole or any part or parts of the Club's assets or premises at any particular time or times or for any particular purpose or purposes.
d) The procedure at General Meetings and Meetings of the Board of Directors and of the Club in so far as such procedure is not regulated by these presents.
e) And, generally, all such matters as are commonly the subject matter of Club rules.
38) The Members, by consent of Members, shall have the power to alter or repeal anything contained in The Rules and to make additions thereto and the Board of Directors shall adopt such means as they deem sufficient to bring to the notice of Members of the Club all such Rules or Bye Laws which, so long as they shall be in force, shall be binding on all Members of the Club. Provided, nevertheless, that no Rule or Bye-law shall be inconsistent with, or shall affect or repeal anything contained in, the Memorandum or Articles of the Club.
39) The Rules or Bye Laws of the Club as permitted by clause 38 of these Articles are set out below and numbered sequentially beginning at 1.
AUTO-TRAIL OWNERS CLUB – RULES
a) Any owner of a motorhome prominently and primarily badged Auto-Trail or Tribute, may apply to become a Full Member of the club. Owners of other brands, however badged, shall not be eligible. Candidates for Membership shall make application on the requisite form ESprescribed by the Board of Directors and give such undertakings as may be required by them.
b) A member who ceases to own a motorhome qualifying them for membership as in Rule 1 a) may apply to renew their membership according to such conditions as are current at renewal time, including payment of the full renewal fee, provided that the member does not own or share ownership of any other make of motorhome or touring caravan. Subsequent ownership or share in any other make of motorhome or touring caravan would terminate membership of The Auto-Trail Owners' Club with immediate effect.
2) ENTRANCE FEE
Such Entrance Fee as the Members in General Meeting may determine shall be deposited with the Club by the Candidate at the time of application. In the event of the applicant not being accepted to Membership the entrance fee shall be returned without interest.
a) Such subscriptions as the Members in General Meeting may determine shall be payable on 1st January every year.
b) Subscriptions for Members joining after 30th June in any year shall pay one half of the annual subscription.
c) Membership renewal forms will be incorporated in the Club’s Autumn and Winter magazines with a footnote stating that these are the members’ only reminders. All memberships not renewed by 31st January shall be deemed as lapsed and applications received after this date shall be subject to the re-joining fee current at that time.
d) Proposals by Members in connection with Subscriptions shall be in accordance with Rule 12.
e) Any Board of Directors’ agreed recommendation in connection with Subscriptions shall be presented to a General Meeting by the Club Treasurer on behalf of the Board of Directors in accordance with Rule 12.
f) Changes in Subscription shall become effective immediately for new Memberships and from 1st January for existing Memberships and shall not be made retrospective for those referred to in b) above.
4) MANAGEMENT OF FUNDS
a) Administration of Funds
i) The Club's Funds are to be operated through a National Bank or Building Society as agreed by the Board of Directors. However, where the Board deems there are funds surplus to the day-to-day requirements of the Club, these may be deposited in an interest-bearing account with any financial institution that is covered by the Financial Services Compensation Scheme (FSCS).
ii) The Club's funds shall be administered by the Club Treasurer, who will sign and nominate one other of the appointed signatories to countersign documents authorising the transfer of funds. When the Treasurer is for any reason unable to sign, the remaining signatories shall agree which two should sign. No signatory may sign for any personal reimbursement of expenditure they have incurred for or on behalf of the Club. No two signatories shall be related. The signatories are to include, if eligible, the Chairman, Club Secretary, Club Treasurer and one other Director, who will be appointed by the Directors by a simple majority vote, such majority to include a casting vote when applicable. The Club Treasurer may also authorise the transfer of funds by the use of Internet banking; the on line bank account shall be available for scrutiny by the Chairman and Club Secretary. The Club Secretary shall not be permitted to make any transfer of funds. Only if the Treasurer is unable to administer the bank account by reason of illness or departure from the Board of Directors, the Chairman shall administer the bank account and another Director, who shall be appointed by the Board, will take on a scrutinising position until such time that the Treasurer is able to resume administration or is replaced.
b) Expenditure of Funds.
i) The Chairman, Club Secretary and Club Treasurer shall unanimously be able to approve expenditure up to £1500 for any one purchase.
ii) The Board of Directors shall by simple majority be able to approve expenditure up to £2500 for any one purchase.
iii) Any expenditure over £2500 shall be approved by the Membership in General Meeting or Extraordinary General Meeting.
iv) The amounts in i), ii) and iii) above are to be reviewed annually, and any changes are to be put to the Membership in General Meeting or Extraordinary General Meeting for approval by simple majority.
v) Interest in land may be acquired by purchase, lease or licence for the purpose of holding rallies or meetings as permitted by legislation or Local Planning Authorities or for any other Club activities.
A Member wishing to withdraw from the Club shall give notice in writing to the Club Secretary.
6) BREACHES OF CLUB RULES
a) Any member whose conduct falls below the standard required and expected shall receive a written warning. Any further breach will incur disciplinary action that may result in the termination of membership or any such other action as the Board shall deem appropriate. The Board shall only be able to invoke this clause if, in a meeting, they agree by a majority of at least two thirds of their then maximum number.
b) Clause (a) above may not be voted on by the Board by written resolution, fax or email.
c) No person whose Membership has been terminated by this Rule shall be introduced by any other Member as a visitor to the Club or to any of the Club's rallies.
7) ANNUAL GENERAL MEETING
An Annual General Meeting of the Club shall be held every year and shall be notified as such to transact the following business as required:
a) to deal with any special matters which the Board of Directors desire to bring to the Members;
b) to elect, as required, the Chairman (who shall be Chairman of the Club and the Board of Directors), Club Secretary, Club Treasurer and Directors, taking into account any electronic votes received following publication of the details of each candidate on the Club’s website, which shall be after the closing date for nominations. In the event of the number of nominees being equal to or fewer than the number of positions available, no vote will be taken and the nominees will be deemed to be elected unopposed;
c) to elect a President, if so desired and recommended to a General Meeting by the Board of Directors;
d) to appoint Auditors, if so desired, and with the consent of The Members, who will independently review the Club’s financial statements as published in the Club Magazine;
e) The date and location of the Annual General Meeting shall be determined by the Board of Directors and notified to the Membership in writing via the Rally Book and / or the Club Magazine and / or the Club Website, giving not less than four weeks’ notice of such meeting.
f) The AGM shall be followed by a Members’ Forum offering the Membership the opportunity to put questions to the Directors concerning Club business.
8) EXTRAORDINARY GENERAL MEETING
On receipt by the Club Secretary or by deposit at the Registered Office of a written request signed by no fewer than 20 Members entitled to vote, that sets out precisely the purpose for which those Members require an Extraordinary General Meeting to be held, the Board of Directors shall, within 21 days, give notice that an Extraordinary General Meeting shall be held at a time and place to be agreed by them.
9) BOARD OF DIRECTORS
a) The Board of Directors shall comprise 11 Club Members, ie. Chairman, Club Secretary, Club Treasurer, and 8 other Directors.
b) A President may be elected at the Annual General Meeting in accordance with Rule 7(c). The Board of Directors shall be elected at the Annual General Meeting in accordance with Rule 7(b). The Vice Chairman, and the responsibilities of each Director shall be agreed by The Board of Directors at their first meeting following the Annual General Meeting.
c) Not more than one representative of a Membership may serve as Chairman, Club Secretary, Company Secretary or Club Treasurer.
d) The Chairman, Club Secretary and Club Treasurer shall hold office for two terms. They shall be eligible for re-election. The Club Secretary and Club Treasurer shall stand for election on alternate years.
e) Election as a Director shall be for a period of two terms. One half of the Board of Directors (not including the Chairman, Club Secretary and Club Treasurer) shall be elected each year but retiring Directors shall be eligible for re-election.
10) NOTICES OF MEETINGS
a) Notices convening Directors’ Meetings shall be given by the Club Secretary not less than 21 days prior to the date of the Meeting and shall specify the matters to be dealt with.
b) An Extraordinary Meeting of the Board of Directors shall be called by the Club Secretary within 21 days of a written request signed by not less than one more than one half of the maximum number of Directors precisely setting out the purpose for which the Extraordinary Meeting is required.
c) Notice convening an Extraordinary General Meeting of the Members shall be given by the Board of Directors not less than 28 days prior to the date of the Meeting and shall specify the matters and any resolutions to be considered at that meeting.
For Directors Meetings, except with the purpose of dealing with the expulsion of a Member, one more than one half of their maximum number shall form a quorum.
12) NOTICES OF MOTION
a) Any Member who wishes to put a Motion or resolution to a General Meeting of the Members must ensure that it is received by the Board of Directors in sufficient time for them to include it in an appropriate form in the Notice for that Meeting.
b) Any resolution in respect of The Rules received by the Club Secretary not later than 21 days prior to a General Meeting shall be put to the Members for their consent. Any such resolution put to the Members and receiving their consent shall form part of The Rules provided that no Rule change so consented to shall be inconsistent with or affect or repeal anything contained in the Memorandum or Articles of the Club.
c) All Notices of Motion or resolutions and all proposals to amend the objects of the Club shall be signed and dated by the Proposer and a Seconder.
13) INTERPRETATION OF RULES
Questions as to the interpretation of these Rules shall be referred to the Board of Directors for their decision, which will be binding on all Members.
14) FULL MEMBERS
A Full Member means a qualifying motorcaravan owner and spouse/nominated partner, each of whom holds a current Membership Card and has paid the Annual Subscription, ie. the Membership Fee is for up to two Full Members per motorcaravan.
a) A Rally is a meet or function which can be arranged and/or organised by any Full Member of the Club providing that all relevant details are given to the Rally Coordinator in writing and that the Rally Coordinator approves the said Rally and it is announced in the Magazine and/or the Year Rally Programme; however, the Board of Directors shall have the final say in the case of any dispute.
b) The Board of Directors shall determine the location of the Doral Photographic Competition.
c) Members booking any rally and paying money to the Stewards or other agents do so entirely at their own risk. The Club or its Stewards cannot be held responsible for any associated losses incurred before, during or after any rally.
d) The sending of a Rally Booking Slip to a Rally Steward implies acceptance of the Terms and Conditions as set out in the Rally Book (as defined in Rule 15c).
e) The Rally Steward shall be responsible for consulting the relevant local authority regarding any proposed rally site when rallying under the terms of exemption offered by Paragraph 4 and shall not use any site to which the local authority objects.
f) There will be a maximum duration of 28 days for any rally held using a Paragraph 4 exemption.
16) PUBLICATION OF MEETING MINUTES
General, Members’ Forum and Board Meetings will be minuted. The minutes of such meetings, as agreed by the Board of Directors, are to be available from the Club Secretary, within 120 days of the meeting, to any member, by post or electronically, upon a single request stating their delivery preference.
10th Mar 2003 Original on incorporation.
26th Nov 2004 Re-drafted and incorporating the rules of the Auto Trail Owners Club (an unincorporated association).
7th May 2005 Rule 3 amended to change subscription structure.
7th May 2005 Amended wording to Article 5a to only require the document be witnessed.
7th May 2005 Rule 9f removed as the company does not require a trustee for it to act.
12th May 2007 Amendment to Object 4a) to incorportate rules of DEFRA and other statutory body.
12th May 2007 Amendment to Rule 6a) and b) regarding conduct of members.
12th May 2007 To replace Club Rule 3a) regarding membership renewal.
10th May 2009 Amendment to Rule 1 regarding qualification for membership.
30th October 2011 Rule 1b added to allow members to renew membership after ceasing motorhoming.
30th October 2011 Rule 15a amended to allow the Rally Coordinator to compose the rally calendar without consulting the Board, except in cases of dispute.
30th October 2011 New Rule 15b added allowing the Board of Directors to determine the date and location of the AGM.
30th October 2011 New Rule 15c added allowing the Board of Directors to determine the location of the Doral Photographic Competition.
30th October 2011 Rule 15d (formerly Rule 15b) amended to make the Rally Steward responsible for consulting with local authorities where necessary.
14th October 2012 Rule 7a deleted as Accounts will be published in the Magazine earlier in the year. Subsequent paragraphs renumbered accordingly.
14th October 2012 Rule 7b deleted (redundant after the approval to amend Rule 12b – See below). Subsequent paragraphs renumbered accordingly.
14th October 2012 Rule 7f regarding the appointment of accountants changed to reflect adopted practice.
14th October 2012 Rule 7g changed to take AOB out of AGM and to be replaced by a minuted Members’ Forum.
14th October 2012 AGM notification to be via Rally Book / Magazine.
14th October 2012 Rule 12b changed to reflect adopted practice.
3rd November 2013 Rule 4bi expenditure by Officers amount changed from £1000 to £1500.
3rd November 2013 Rule 4bii expenditure by the Board amount changed from £2000 to £2500.
3rd November 2013 Rule 4biii expenditure limit amount changed from £2000 to £2500.
3rd November 2013 Rule 4biv deleted “…approved at a General Meeting or Extraordinary General Meeting” and inserted “… put to the membership in General Meeting or Extraordinary General Meeting for approval by simple majority”.
26th October 2014 Rule 7e added “and / or the Club Website”.
26th October 2014 Rule 15b deleted “The Board of Directors shall determine the date and location of the AGM” as the matter is already covered in Rule 7e Para 2. (Subsequent paragraphs renumbered accordingly).
26th October 2014 NEW Rule 15c: Members booking any rally and paying money to the Stewards or other agents do so entirely at their own risk. The Club or its Stewards cannot be held responsible for any associated losses incurred before, during or after any rally.
26th October 2014 NEW Rule 15d: “The sending of a Rally Booking Slip to a Rally Steward implies acceptance of the Terms and Conditions as set out in the Rally Book (as defined in Rule 15c). (Subsequent paragraphs renumbered accordingly).
1st November 2015 Rule 1a amended to allow entry to the Club to owners of Tribute COACHBUILT motorhomes.
1st November 2015 Rule 4a (ii) amended to allow the Treasurer to administer funds via Internet Banking, which will be monitored by the Chairman and / or other Directors.
1st November 2015 Rule 7f amended to make the Minutes of the AGM and Members’ Forum available to Members on request to the Secretary rather than being published in the Magazine or on the Website.
1st November 2015 Rule 16 amended to make the Minutes of Board Meetings available to Members on request to the Secretary rather than being published in the Magazine or on the Website.
12th November 2017 Rule 1a amended to prevent membership from owners of motorhomes not branded Auto-Trail or Tribute.
12th November 2017 Rule 4a(i) amended to allow surplus funds to be deposited in an interest-bearing account.
12th November 2017 Rule 7b amended to allow online voting by members for board candidates and to prohibit any vote at the AGM where the number of vacancies equals or exceeds the number of candidates.
12th November 2017 Rule 7f amended to remove reference to minutes (now incorporated in Rule 16).
12th November 2017 Rule 16 amended to make minutes of ALL meetings available within 120 days of the meeting taking place.
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