Rules of the Classic 2CV Racing Club Limited (“Company”)
Purpose
The purpose of these rules is to define how the members of Classic 2CV Racing Club Limited may become and be removed as members, vote on technical and sporting regulations, and other similar matters.
For clarity, members meetings are not meetings of the Company: their purpose, and the purpose of these rules, is to allow members to define the manner in which they wish to race through the company. The rules are not intended to reduce or remove any powers of the board, who have full responsibility for all the commercial aspects of the Company’s business.
1. Admission of members
1.1. Until a candidate for membership has paid the annual subscription he or she is not entitled to vote on any matters, or make proposals to the Sporting or Technical Committees.
1.2. Every member must pay an annual subscription set at the previous year’s annual members meeting not later than the date of his or her first race entered.
1.3. The annual subscription is deemed to be a debt due to the Company.
2. Management
2.1. The board of the Company has established Sporting and Technical Committees to advise the board and members on the regulations and any propoals put to the committee for voting on by the menbers.
3. Annual Members’ Meeting
The annual members meeting must be held at intervals of not greater than 15 months apart on a date and at a timetobefixedbytheboard and considerthefollowingbusinessintheordersetoutbelow:
3.1. Fixtheannualmembership subscription;and [this is a debt to limited? Confusing]
3.2. Consideranyproposalsorrecommendationsmadeto or bytheTechnicalCommittee;
3.3. Consideranyproposalsorrecommendationsmade by to or by theSporting Committee; and
3.4. Consideranyotherbusinessproposed by members or asdeterminedbytheboard.
4. Special Members Meeting
Theboardmaycalla specialmembersmeetingatanytimeforany specialpurposeandmustdosoimmediatelyupona requisitioninwriting(statingthe purposesforwhichthemeetingisrequired)from 10 membersone-sfixtfthofthetotalmembership entitledtovote.
5. Convening General Meetings
5.1. Atleast28daysbeforetheannualmembers’meeting,oranyspecialmembersmeeting, noticeofthemeetingandthegeneralbusinesstobetransactedatitmustbesenttoevery member.
5.2. Anymemberwhodesirestomoveanyresolutionattheannualmembers’meetingoratany specialmembers’meetingmustgivenoticeinwritingtotheCompany Secretarybeingreceivednotlaterthan5.00pm14dayspriortothedateofthe annual members at meeting, except for Technical or Sporting Regulation proposals which must be submitted in writing to the Technical or Sporting Committees respectively for investigation and recommendation or otherwise,not later than three months prior to the date of the Annual Members Meeting. For greater clarity, all Technical or Sporting Regulation proposals must be submitted by not later than 5.00pm on 1st July each year. Seems illogical unless this is sent to every member who should have time to think about it [we need to discuss notice periods]seventh day following the last championship race of each season. Each such proposal, must be sent to each member immediately by the Company Secretary.
5.3. Nobusiness,otherthanthatforwhichnoticehasbeengiven,maybebroughtforwardata generalmeeting,
E mail should be an acceptable emas of serving notice Maybe secretary should also have to acknowledge.
6. Amendments
6.1. Noamendment(otherthana motionforadjournment)maybemovedtoanyresolution proposedatanyannualorspecialmembers’meetingunlesswrittennoticeofthe amendmenthasbeenreceivedbyto theSecretaryby5.00pmnotlessthan14days’ priortothemeetingorunlesshalfofthosepresentatthemeetingandentitledto voteconsent
6.2. Whenevernoticeofanyamendmenttobeproposedisgiven,itmustbesenttoeach memberimmediately by the Company Secretary.
7. Proceedings at general members meetings
7.1. Atallgeneralmembers’meetings of the Company, theChairman of the Company,orinhisabsencea memberselected bytheboard, musttakethechair.
7.2. Each paidupmember,presentin person or by proxy,isentitledtoonevoteuponeverymotionandincaseof anequality ofvotestheChairmanmayhavea secondorcastingvote.
7.3. TheChairmanmayprescribea maximumperiodfor whichanymotion may be discussed.Themaximumperiodshallbeannounced attheopeningofthemeeting.-
8. Quorum
Thequorumatallgeneralmembers’meetingsisto be10 eighteen (18one-sixth of the total number of fully-paid-up members entitled to vote) fully paid -up members , whichnumbershallincludethemembersof the boardandtheTechnical& Sporting Sub-Committees.
Proxy voting at general meetings is allowed.
9. Expulsion of members
9.1. The board may expel any member who offends against the rules of the Company or whose conduct, in the opinion of the board, renders him or her unfit for membership of the Company.
9.2. Before any member is expelled, the Secretary must give him seven days' written notice to attend a meeting of the board and must inform him or her of the complaints made against him or her.
9.3. No member may be expelled unless:
9.3.1. He or she is first given an opportunity of appearing before the board and answering complaints made against him or her; and
9.3.2. At least two-thirds of the board then present vote in favour of his or her expulsion.
Is this legal in a company using a guarantee?
910. Modification of rules
910.1. No Members may alter,ationor additionor to delete fromto these rules may be made except only by a resolution carried by a majority of at least two-thirds of the members present at a general members’ meeting, notice of which contained particulars of the proposed alteration or addition.
910.2. As soon as possible and in any casewithin 28 days after the making of any alteration or addition to these rules the Secretary must give written notice of the alteration or addition to each member.
101. Headings
The headings to these rules are for ease of reference only and are not to be taken into account in their interpretation.
Signed by
of
as CHAIRMAN
Dated: ......
Signed by
of
as SECRETARY
Dated ...... ……......
Signed by
of
as TREASURER
Dated: .....…......