THE CITROËN CAR CLUB LIMITED
A COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL
1. Name of the Club
1.1 The name of the Club shall be the ‘Citroën Car Club Limited’.
2.1 The objects of the Club are:
(a) to encourage and promote interest in Citroën, Panhard and related vehicles.
(b) to promote and foster fellowship between owners of these vehicles.
(c) to further the motoring interests of members generally and where necessary or desirable to join with other persons, clubs or associations to this end.
(d) to encourage social contacts between members and generally afford to them all the usual privileges and accommodations of a club. These objects to be achieved by the publication of a magazine and/or other means of communication, the organisation of events for the mutual advantage of members of the Club and the provision of other services and facilities which may be of benefit to members and in accordance with the Memorandum and Articles of Association of the Club.
3. Government of the Club
3.1 The Club shall be governed by a Board of Directors. The Board shall comprise the Club Chairman, Club Treasurer, Club Secretary and not less than one or more than four other Directors, all of who shall be members of the Club and shall be elected by an Annual General Meeting. One third of the Directors shall retire by rotation at the Annual General Meeting and shall be eligible for re-election. Except that at the first General Meeting of the Company all Board members shall retire and may make themselves available for re-election.
3.2 No person other than a Director retiring by rotation shall be appointed or re-appointed a Director at any General Meeting unless:
(a) he is recommended by the Directors;
(b) not less than sixty days before nor more than ninety days before the date of the appointed meeting a notice signed by two members qualified to vote at the meeting, has been given to the Secretary proposing that person for appointment or re-appointment and stating that person’s name address and occupation, together with a notice signed by that person of his willingness to be appointed or re-appointed.
3.3 Not less than twenty eight days before the date appointed for holding a General Meeting, notice shall be given, to all who are entitled to receive notice of the meeting, of any persons (other than a Director retiring by rotation at the meeting) who is recommended by the Directors for appointment or re-appointment as a Director at the meeting, or who is properly proposed by a member. The notice shall give the name, address and occupation of any such person or persons in alphabetical order.
3.4 The Directors may appoint a person who is willing to act as a Director, either to fill a vacancy or as an additional Director, provided that the appointment does not cause the number of Directors to exceed the number fixed by the Articles as the maximum number of Directors. A Director so appointed shall hold office only until the next Annual General Meeting and shall not be taken into account in determining the Directors who are to retire by rotation at the next meeting. If not re-appointed at such General Meeting, he shall vacate office at the conclusion thereof.
3.5 No person who is a paid employee of the Club shall be a member of the Board.
3.6 Any Director or officer shall be deemed to have vacated his office if he ceases to be a Director by virtue of the Provisions of the Companies Act, or becomes prohibited by law from being a Director, becomes bankrupt or makes any arrangements with his creditors generally, is or becomes incapable by reason of mental disorder, illness or injury of managing his property and affairs, resigns his office by notice to the Club, is removed from office by a resolution passed pursuant to Section 303 of the Companies Act, ceases to become a member of the Club, or absents himself from meetings of the Directors for a continuous period of six calendar months without special leave of absence from the other Directors.
3.7 No Director or Officer of the Club shall receive any remuneration for his services in the Capacity of Director or Officer, but this shall not prohibit the payment by the Club of travelling and other expenses properly incurred by Directors and Officers and authorised by the Board.
3.8 The Board of Directors shall meet for the conduct of business as it thinks fit, provided that it meets at least four times in each calendar year. All decisions shall be decided on a majority of votes, with, in the case of an equality of votes, the Chairman having a second or casting vote. The quorum required for the conduct of business may be decided by the Directors at their first meeting after the Annual General Meeting, but in the absence of such a decision shall be four. All meetings of the Board shall be conducted in accordance with the provisions of the Articles of Association.
3.9 Subject to the provisions of the Companies Act, the Memorandum and Articles of Association and to any directions given by special resolution, the business of the Club shall be managed by the Directors who shall exercise all the powers of the Club as are not exercised at a General Meeting.
3.10 The Board may appoint Sub-Committees as and when it is deemed necessary to carry out duties, which will be specifically defined by the Board. The constitution of a Sub-Committee will be a Chairman, plus one or more committee members and all are to be appointed at the absolute discretion of the Board. The business of all Sub-Committees will be conducted in accordance with the Articles of Association and as directed by the Board. The decision of the Board on all matters will be final.
3.11 The Board may appoint Officers as and when it deems it to be necessary or expedient to carry out specific duties. Officers need not necessarily be members of the Board. The term of office of any Officer will be determined by the Board and reviewed at the first meeting of the Board after the Annual General Meeting. The duties and authorities of Officers will be specifically defined by the Board and they will report to the Board as required
3.12 No member of the Club shall make any commitment on behalf of the Club without the prior consent of the Board of Directors, or the Chairman of a Sub-Committee or Section to whom the Board have delegated such consent.
4.1 Membership shall be open to all persons having an interest in Citroën, Panhard and related vehicles. 4.2 Membership shall be available only to individuals.
4.3 Membership shall consist of
(a) Ordinary Members,
(b) Honorary Members and
(c) Life Members.
A partner, spouse or child of a fully paid up member living at the same address shall be considered as having family membership and be entitled to participate in Club activities. A partner or spouse of a member as described above shall be eligible, if elected or authorised by the Board, to serve as a member of a sub-committee or Section committee, subject to an additional subscription of £1.00 being paid by the member on the appointment of partner or spouse. The partner or spouse will be granted full voting rights and their name shall be entered on the Register of members, but they shall not be eligible to receive the Club magazine.
4.4 The Board may recommend to members at an Annual General Meeting the appointment of Honorary and Life Members. Honorary Members, who shall not be eligible to pay any entrance or annual subscription, shall be not be members of the Club for the purposes of the Companies Act and their names shall not be entered in the Register of members; they shall be entitled to such privileges and advantages of membership as prescribed by the Board, but shall not be entitled to vote at meetings. Life membership may be recommended by the Board in respect of any member who has given exceptional service to the Club. A Life member shall not be liable to pay any entrance fee or subscription, shall enjoy all rights and privileges of Ordinary Members and his name shall be entered in the Register of Members.
4.5 The power of admitting and rejecting members shall be vested in the Board only, which shall lay down the conditions of membership.
4.6 Every member shall be subject to and be eligible for re-election annually. The Board may in its absolute discretion refuse to re-elect a member, but every person whose membership of the Club is due to expire and who has not given notice of resignation shall be deemed to have been re-elected for a further year, subject to their annual subscription having been paid by the due date.
4.7 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 may take effect as from the termination of his current year of membership or from an earlier date. In default of any date being specified therein the notice shall take effect as from the termination of the current year of membership. Provided always that any member resigning shall not be entitled to any refund of subscription.
4.8 If the annual subscription of a member shall not be paid by the due date, membership shall expire on that date.
4.9 If any member shall willfully refuse or neglect to comply with any of the provisions of the Memorandum and Articles of Association of the Club, or rules made by the Board, 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 Board, provided that not less than fourteen days notice in writing by Registered Post shall be given by the Board to any such member of the intended resolution and of the nature of the allegations made against him and the member shall be entitled at his option to give explanation in writing or to attend the meeting of the Board at which the resolution is to be considered and to give such explanation or make such defence in person, as he may think fit. The Board shall have absolute discretion to accept or reject any such explanation or defence. Any member expelled under this Rule may appeal by giving written notice to the Secretary within 21 days from the posting of the notice of expulsion. Upon receipt of a notice of appeal an Extraordinary General Meeting must be convened within 60 days and, if that meeting passes an extraordinary resolution rescinding the expulsion, then the member must be reinstated as from the date of the resolution. The appellant shall deposit with the Club a sum of £200, or a sum representing the cost of holding the Extraordinary General Meeting, whichever be the lesser amount, which will be refunded should the appeal be successful.
5. Joining Fees and Subscriptions
5.1 The amount of the joining fee payable on election to membership of the Club and the amount of annual subscription or subscriptions payable by members shall be such as the Board shall from time to time prescribe.
6. Sections Groups and Registers
6.1 The Board shall have absolute power to form and dissolve Sections, Groups and Registers and to make, alter and enforce rules for their management and control after due consultation with all interested parties.
6.2 Sections, Groups and Registers shall be governed by the Terms of Reference issued by the Board.
7. Annual General Meeting
7.1 An Annual General Meeting shall be held at such time and place as determined by the Directors. Every Annual General Meeting shall be held not less than nine months nor more than fifteen months after the previous Annual General Meeting.
7.2 The Secretary shall invite nominations for Directors and Resolutions to be put to the meeting through the medium of the issue of the Club magazine, or any alternative method agreed by the Board, that will give members at least 90 days notice of the holding of the Annual General Meeting.
7.3 The quorum for the holding of an Annual General Meeting shall be twenty voting members.
7.4 The business of an Annual General Meeting shall be the election of Directors in place of those retiring, the consideration of the income and expenditure account and the balance sheet, the appointment of Auditors and the consideration of special resolutions.
7.5 An alteration to the Articles of Association of the Club may be made at an Annual General Meeting providing the said alteration is on the Agenda and is passed by at least 75% of those entitled to vote, who are present at the meeting or who have cast a postal vote in accordance with Rule 9.2.
7.6 All business at an Annual General Meeting shall be conducted in accordance with the requirements and provisions of the Articles of Association.
8. Extraordinary General Meetings
8.1 The Board may convene an Extraordinary General Meeting as it thinks fit. An Extraordinary General Meeting may also be convened on a requisition to the Secretary stating the business for which the meeting is required, signed by not less than 50 members or members representing not less than 3% of the total voting rights of all members having at the date of the resolution a right to vote at a General Meeting, whichever is the lesser. On receipt of the requisition the Board must immediately proceed to convene an Extraordinary General Meeting. If the Board does not proceed to hold a meeting within 60 days from the date of the deposit of the requisition the said members may convene such a meeting.
9. Votes of Members
9.1 Every member not being an honorary member shall have one vote. Members who have not paid all relevant subscriptions shall not be entitled to vote on any matter until all subscriptions are paid.
9.2 Members not able to be present at a General Meeting shall be entitled to a postal vote on all resolutions and the election of Board members by means of ballot papers to be supplied to all members 9.3 In the case of an equality of votes, whether on a show of hands or on a ballot, the Chairman shall have a second or casting vote.
10. Patrons, Presidents and Vice Presidents
10.1 The Board may recommend to an Annual General Meeting the appointment of a Patron, President or Vice President(s), who shall not be members of the Board by virtue of their appointment, but may serve as Directors if otherwise elected to serve in this capacity. They shall hold office for such period as the Board shall determine.
11.1 The Board shall cause Minutes to be made, in books kept for the purpose, of all appointments of Officers made by the Directors; of all proceedings at meetings of the Club; of the Directors, and of committees, including the names of Directors present at each such meeting.
12. Funds and Expenditure
12.1 The Board shall cause accounting records to be kept in accordance with the requirements of the Companies Act.
12.2 No member shall have the right of inspecting any accounting records or other book or document of the Club, except as conferred by statute, or authorised by the Directors or by ordinary resolution of the Club.
12.3 At least once in every year the accounts of the Club shall be examined, and the correctness of the income and expenditure accounts and balance sheets ascertained by properly qualified auditor or auditors. The Auditors shall be appointed and their duties regulated in accordance with the provisions of the Companies Act and any other relevant legislation.
12.4 All proposed expenditure shall be submitted to the Directors and no expenditure must be made without the authorisation of the Directors, other than for the use by Sections, Groups and Registers of their own funds.
12.5 The annual accounts shall be published in the Club magazine prior to the Annual General Meeting.
12.6 The financial year shall end twelve months after the formation of the Company and annually thereafter.
13. Rules and Guidelines
13.1 The Board may make, cancel, modify or amend any Rules or Guidelines for regulating the affairs of the Club after due consideration with all interested parties, which shall be binding on all members, providing that no rules shall be inconsistent with or shall affect or repeal anything in the Memorandum or Articles of Association of the Club.
14. Liability of members
14.1 The liability of members shall be limited by Guarantee. Every member of the Club undertakes to contribute to the assets of the Club in the event of the same being wound up while he is a member (or within one year after he ceases to be a member) for the payment of debts and liabilities of the Club contracted or incurred before he ceases to become a member, and of the costs, charges and expenses of winding up, the sum of one pound or such higher amount as an individual member agrees to contribute so that the total of all members’ contributions aggregated together will not be less than one pound per member. All matters relating to the winding up of the Club shall be conducted in accordance with the Articles of Association.
15.1 All motor competitions organised by the Club shall be held under the rules and requirements of the Motor Sports Association Limited.
15.2 Any member convicted of an offence arising out of his being in charge of a Motor Vehicle in any Club event or on Club business shall be thereupon liable to expulsion from the Club under Rule 4.9.
15.3 All events held in the name of the Club involving camping and caravanning shall be subject to the Code of Conduct as required by Camping and Caravanning Exemption Certificate held by the Club. The Exemption Certificate and Code of Conduct shall be displayed at all such events and brought to the attention of members attending.
For the interpretation of these Rules, any words importing the singular number shall include the plural number and vice versa and words importing the masculine gender only shall include the female gender.