Resolution for the AGC 2003:
'That the existing Memorandum and Articles of Association
of M.A.G. (UK) Ltd and the Constitution of MAG be replaced with the attached
document, and that the revised Articles of Association shall serve as the new
Constitution of the Motorcycle Action Group'.
Proposed by Gerard Livett - Member 92282
Seconded by Christine
Harris - Member 92282
______________
______________
OF
1. The company’s name is “M.A.G. (UK)
Limited”
2. The company’s registered office is to be
situated in England and Wales.
3. The company’s objects are:-
i.
The
establishment and carrying on of a Motorcycle Action club for an association
for the promotion and safeguarding of motorcycling in the U.K., the promotion
of charity and anything incidental or conductive to any of those objects,
including the following:-
i.
To promote motorcycling.
ii.
To represent and protect
the interests and rights of riders of vehicles classed in law as motorcycles.
iii.
To give effect, as far
as may be practicable, to the principles and policies from time to time
approved by the group conference.
iv.
To promote measures
which encourage safe and responsible road use.
v.
To end all forms of
discrimination against riders, and to oppose any and all measures that unfairly
disadvantage riders.
vi.
To preserve and extend
the freedoms enjoyed by riders.
vii.
To end all exploitation
of riders.
viii.
To co-operate with and
lend aid to riders’ rights organisations at home and abroad, whose principles,
policy, and programme do not conflict with those of the group.
ix.
To do all such other
things as are incidental or conducive to the attainment of any or all of the
above objects.
107.
The profits of the
group, if any, or other income shall be applied in promoting the objects of the
group.
108.
The
payment of dividends to members of the company is prohibited.
109.
All
assets which would otherwise be available to its members generally shall be
transferred on its winding up either to another body with objects similar to
its own or to another body the objects of which are the promotion of charity
and anything incidental or conductive thereto (whether or not the body is a
member of the company).
110.
To
purchase, sell, exchange, improve, rent, let on lease, hire, surrender,
license, accept surrenders of and otherwise acquire, deal with and hold any
estate of interest in any lands, buildings, easement, right, privileges, or
other property, chattels and effects of any interest or right in relation
thereto.
111.
To
erect, pull down, repair, alter, develop, construct, lay down, enlarge,
maintain or otherwise deal with any buildings, factories, stores, shops, plant
and machinery, roads, railways, tramways, sidings, bridges, reservoirs and work
necessary or convenient for the Company’s business and to contribute to the
performance of any of the above.
112.
The
liability of the members is limited.
113.
Every
member of the company undertakes to contribute such amount as may be required
(not exceeding £1) to the company’s assets if it should be wound up while he is
a member or within one year after he ceases to be a member, for payment of the
company’s debts and liabilities contracted before he ceases to be a member, and
of the costs, charges and expenses of winding up, and for the adjustment of the
rights of the contributories among themselves.
The Companies Acts 1985 and 1989
______________
COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL
______________
ARTICLES of ASSOCIATION
OF
M.A.G. (UK) Limited
INTERPRETATION.
1. In these Articles of Association the words standing in the
first column of the Table next hereinafter contained shall bear the meaning set
opposite to them respectively in the second column thereof, if not inconsistent
with the subject or context –
WORDS MEANINGS
The Act The Companies Act
1985 and every statutory modification and re-enactment thereof for the time
being in force.
These Articles These Articles of
Association, and the regulations of the Association from time to time in force.
The Association The above-named Company.
The Council The Board of Directors for the time being of
the Association.
The Office The registered office of the Association.
The Group The Motorcycle Action Group.
Group Conference General Meeting.
NC National
Committee.
Executed Includes any mode of execution.
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 producing words in a
visible form.
Clear days In relation to a period of 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.
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; and
Words importing persons shall
include corporations.
Subject
as aforesaid, any words or expressions defined in the Act shall, if not
inconsistent with the subject or context, bear the same meanings in the
Articles.
2. The
Association is established for the purposes expressed in the Memorandum of
Association.
3. The subscribers to the Memorandum of Association and such
other persons as the Council shall admit to membership in accordance with the
Articles shall be members of the Association. No person shall be admitted as a
member of the Association unless he is approved by the Council. Every person
who wishes to become a member shall deliver to the Association an application
for membership in such form as the Council require executed by him.
4. The
Association shall also be known as The Motorcycle Action Group
5. There shall be three classes of membership, namely:
i.
Individual membership
(which shall include such joint, family and similar membership schemes as the
NC shall, from time to time, make available).
ii.
Affiliated club
membership.
iii.
Affiliated corporate
membership.
107.
Individual members shall
be persons who subscribe to the conditions of membership.
108.
Individual members shall
enjoy equal rights and status within the group irrespective of age, race,
religion, sex, marital status, or other distinction.
109.
Affiliated club members
shall consist of the members of motorcycle clubs or other organisations
affiliated to MAG who subscribe to the conditions of membership and who benefit
from the particular terms and conditions applicable to affiliated club members
as shall, from time to time, be determined by the NC.
110.
Affiliated corporate
members shall be businesses, incorporated or unincorporated, who subscribe to
the conditions of membership and who benefit from the particular terms and
conditions applicable to corporate members as shall, from time to time, be
determined by the NC.
111.
Honorary Life Membership
may be granted to any person who has, in the opinion of the group conference,
endeavoured in the interests of riders at great personal sacrifice.
112.
Upon acceptance into
membership all individual members shall be sent a copy of the constitution. In
the case of affiliated members these shall be sent to the appropriate
representative of the affiliating organisation.
113.
Any individual member
whose membership is terminated or refused shall have the right of appeal at the
subsequent group conference.
114.
Any affiliated
organisation whose affiliation is terminated or refused shall have the right of
appeal at the subsequent group conference.
115.
Individual and
affiliated membership shall automatically terminate one calendar year from the
date of payment of the annual subscription, and shall be due for renewal on
that date.
Conduct of Members
i.
Each individual and
affiliated member must accept the constitution, principles, programme and
policy of the group and agree to conform to the same.
ii.
No affiliated or
individual member shall engage in a sustained course of conduct prejudicial to
the group. The National Committee shall determine whether a member has engaged
in such a course of conduct. Where appropriate the National Committee shall have
regard to the activities of the member, but not to the mere holding or
expression of beliefs and opinions.
iii.
Complaints against
members of the group shall be dealt with by the National Committee in accordance
with the Group's Complaints Procedure as ratified by the Group Conference from
time to time.
iv.
Individual members
shall, upon acceptance of their application, be deemed to accept individual
liability for the debts of the group. Such individual liability shall be
limited to £1 and shall cease upon termination of membership.
v.
Standing life members
shall accept the same aforementioned liability. This liability shall cease
either upon their resignation from the group or upon their death. Furthermore,
neither the group nor its representatives shall attempt to recover any
liability from any deceased member’s estate.
vi.
Affiliation and
membership fees shall be determined from time to time by the National
Committee.
vii.
Members or affiliated
bodies shall not use the name of the Motorcycle Action Group in conjunction
with motorcycle club titles such as MC or MCC. Nor shall the name of the group
or the initials ‘MAG’ be used in the name of any other company except by permission
of the National Committee. For the purposes of this document the names
Motorcycle Action Group and MAG (UK) Ltd may be referred to as MAG or ‘the
group’ or ‘the company’.
GROUP CONFERENCE
viii.
The
work of the group shall be under the direction of the group conference
ix.
All
Group Conferences, other than Annual Group Conferences, shall be called
Extraordinary Group Conferences.
x.
The group conference
shall meet once in every year and also at such other times as may be deemed
necessary by the National Committee.
xi.
The National Committee
shall fix the time, date and venue of the group conference. The group
conference shall consist of fully paid up individual members of the group.
xii.
The basis of
representation at the group conference shall be as follows:
97.
Two members from each
local MAG branch entitled to participate in the ‘Conference Fare Pool’
arrangement, one being the MAG Local Representative or an appointed deputy, and
one other member elected by the branch.
98.
Two members from each
MAG region, one of whom shall be the MAG Regional Representative or a deputy
appointed by the region, plus one other member elected according to the
procedures of the region.
99.
All elected National
Officers.
100.
All directors of MAG
(UK) Ltd
101.
Delegates from
affiliated organisations, places being allocated on the basis of one delegate
per thousand members or part thereof, subject to a maximum of 200 delegate
places allocated proportionately should total eligibility exceed 200.
102.
Any other individual
paid-up member wishing to attend. All National Committee members shall be
required to attend the conference except where sufficient excuse is previously
given to and accepted by the NC and shall have their reasonable travelling
expenses met by the group at the discretion of the National Finance Director.
i.
All Local
Representatives shall attend the conference except where sufficient excuse is
previously given to and accepted by the NC and shall have a proportion of their
reasonable travelling expenses reimbursed at the discretion of the National
Finance Director by way of the Conference Fare Pool established for the
purpose.
ii.
A minimum twenty eight
days notice shall ordinarily be given to members of a group conference,
although the accidental failure to give notice to any member shall not
invalidate the proceedings of the conference.
iii.
The quorum for a group
conference shall be fifty (50) members.
iv.
The NC shall convene a
special session of the group conference upon receipt of a petition by recorded
delivery satisfying the following requirements;
107.
The petition shall be
signed by not less than one hundred (100) full individual members.
108.
The petition shall give
the full names, addresses, and membership numbers of each signatory.
109.
Signatories shall have
been full individual member for not less than one full year.
110.
The petition for a
special session shall include an agenda listing all items for discussion.
111.
The special session
petitioned for shall be held not later than three calendar months from the date
the petition is received at the offices of the group.
112.
No special session shall
be convened less than three months from the date of the previous group
conference save at the discretion of the National Committee.
i.
Each local MAG group
shall contribute an equal sum to a ‘Conference Fare Pool’, the fund so
established being distributed at the discretion of the National Finance
Director in such a way as to equalise, as far as is reasonably practicable, the
travelling costs of local group delegates.
ii.
The National Committee
shall fix the contribution required for the Conference Fare Pool.
iii.
Only local MAG groups
shall be eligible to contribute to, and receive reimbursement from, the Fare
Pool.
iv.
The Chair of the
Conference shall be the National Vice Chairman of the Group who shall not
participate in the debate and shall have a casting vote only whilst in the
Chair. In the absence of the National Vice Chairman the National Committee
shall appoint a deputy.
v.
MAG Regional Groups
willing and able to host the annual conference shall submit their proposals to
the National Committee. The NC shall set an appropriate deadline for such
submissions. Regions wishing to bid for the conference must submit a full plan
and budget to the NC Regions should be able to meet a significant part of the
cost of the conference from monies raised by their own regional activities.
vi.
The NC will award the
AGC to the region submitting the proposal that, in the opinion of the NC, is
most beneficial to MAG and its members.
GROUP
CONFERENCE, AGENDA, PROPOSALS AND NOMINATIONS
vii.
Notice of proposals for
the annual group conference shall be received in writing at the Central Office
of the group not later than the last working day of December. In the case of a
special conference the NC may appoint a date prior to which such notices shall
be sent to the Central Office.
viii.
Nominations for officers
to be elected by the Annual Group Conference shall open on December 1st
each year and shall close on the last working day of December. Following
closure of nominations each candidate shall receive immediate notice of the
names of all other candidates, together with a copy of their election
manifestos.
ix.
Details of all
nominations and proposals received by the cut off date shall be printed in the
February/March issue of the group’s newspaper and all candidates shall be
obliged to submit a manifesto for printing in this issue with their nomination.
Failure by any candidate to submit a manifesto shall invalidate their
nomination.
x.
Posts for which no
nominations have been submitted shall be left open to nominations until seven
days prior to conference, at which point nominations for these posts shall
close.
xi.
Posts for which no
nominations have been received by the day of the conference shall be filled by
nominations on the day, or failing that by co-option by the National Committee
thereafter.
xii.
Except in exceptional
circumstances nominees who do not attend the group conference shall be deemed
to have withdrawn their nomination unless they send to the Central Office,
before the date of the conference, an explanation in writing satisfactory to the
National Committee. Where circumstances arise on the day of conference
preventing the attendance of a nominee a satisfactory explanation must be given
to and acknowledged by the conference Chair at the conference venue by
telephone, fax or email.
xiii.
Nominees for national
officers must, except where recommended by the NC, have been members of the
group for a minimum period of at least twelve (12) months prior to nomination.
xiv.
Proposals and
nominations shall only be accepted from paid up individual members.
xv.
Emergency resolutions
shall only be permitted which refer to matters that have arisen since the
latest closing date for proposals.
xvi.
Where the conference has
made a constitutional amendment, no further amendment to the part of the
constitution in question shall be considered by conference for a period of
three years, except where such resolutions are, in the opinion of the NC, both
desirable and necessary.
xvii.
Proposals shall be
circulated to branches and affiliated organisations not later than two weeks
prior to conference.
xviii.
Voting at group conference
shall be on the basis of one vote for each individual member in attendance.
xix.
In counting votes only
votes “for” or “against” a resolution shall be counted. No account shall be
taken of abstentions other than that they shall be noted in the minutes on
request.
xx.
All resolutions and
nominations submitted shall state the names and membership numbers of the
proposers and seconders.
xxi.
Decisions on matters
other than amendments to the constitution shall be decided by simple majority
vote.
xxii.
No alcoholic beverages
or intoxicating substances may be consumed in the conference hall.
xxiii.
The Board of MAG (UK)
Ltd shall comprise seven Directors.
xxiv.
Each Director shall have
one vote on all matters put to the vote put in Board meetings.
xxv.
The quorum for a Board
meeting shall be four Directors.
xxvi.
A simple majority shall
decide all questions, except as laid down below with regard to the dismissal of
Directors, which shall require a minimum of five Directors voting in favour.
xxvii.
The Board shall be
empowered, subject to at least five of its members voting in favour, to dismiss
and replace with a candidate of its own choosing, any Director whose presence
on the Board is deemed not to be in MAG’s interests. Any such action shall be
subject to ratification by the next NC meeting on a simple majority vote. Any
replacement Director appointed by the Board shall be subject to election at the
following AGC for a term expiring on same date that the Director replaced would
ordinarily have been due for re-election.
xxviii.
The National Committee
shall be empowered, subject to at least two-thirds of the voting members
present at the meeting voting in favour, to dismiss and replace with a
candidate of its own choosing any Director whose presence on the Board is
deemed not to be in MAG’s interests.
xxix.
The Directors elected at
the 1999 AGC shall, upon election, draw lots to decide their initial length of
service. Two Directors shall serve for a one-year term becoming due for
re-election in September 2000. Two Directors shall serve for a two-year term
becoming due for re-election in September 2001. Two Directors shall serve for a
three-year term becoming due for re-election in September 2002. One director
shall serve for a four-year term becoming due for re-election in September
2003. From the 2000 AGC all Directors shall be elected for a four-year term. It should be noted that since the moving
of the AGC from September to April, terms served by Directors are adjusted
accordingly.
xxx.
The Board shall be
overseen by the MAG National Committee, which shall take care to ensure that
the Board acts in the best interests of the members it represents.
xxxi.
On the voluntary early
retirement of any Director the Board shall be empowered, by a simple majority
vote, to replace the retired Director with a candidate of its own choosing. Any
such appointment made by the Board shall be subject to ratification by a simple
majority vote at the subsequent NC meeting.
xxxii.
Directors appointed by
the Board and ratified by the NC in lieu of another Director who has retired
shall be subject to election at the following AGC for a term expiring on same
date that on which the retired Director would have normally been due for
re-election.
xxxiii.
Directors of MAG (UK)
Ltd shall remain eligible for election to National Committee posts and
vice-versa.
xxxiv.
Paid employees and
contractors employed by MAG (UK) Ltd may be elected as Directors as a duty
separate from and additional to their contractual employment. In such a case
their contractual employment shall continue independent of their Board position
and shall not be affected by any failure to secure re-election at any
subsequent time.
xxxv.
The National Committee
vests its authority in the Board and empowers the Board to act on its behalf in
all matters arising outside and between the scheduled regular National
Committee meetings.
xxxvi.
The Board is empowered
to act as it sees fit in all matters in which the Directors have statutory
responsibilities.
xxxvii. The Board is empowered to secure advances from time to
time or to raise loans, either on mortgage or otherwise, and on such terms as
it may deem expedient: to employ any part of the funds at its disposal in the
purchase of any freehold or leasehold building or site and or in the building,
leasing holding or rental of any premises and in the fitting-up and maintenance
thereof: and to invest any monies not immediately required in such securities
as it may deem proper and to realise or to vary such investments from time to
time and to appoint trustees and/or form a society, association, company, or
companies in accordance with the provisions of the Friendly Societies Acts or
the Companies Acts for any or all the above purposes and to define the powers
of such trustees, society, association, company, or companies, and the manner
in which such powers shall be exercised.
xxxviii. The Board is empowered to purchase assets using the
funds of the company, to lend money to such other organisations as it deems
fit, to give guarantees and indemnities where required for furthering the
objectives of the group and to enter into partnerships, joint ventures and
co-operative arrangements with other organisations or companies where such
shall be deemed to be in the interests of the group and in furtherance of its
objectives.
xxxix.
The Board is empowered
to carry on any other activity or business of any description which may seem to
the group capable of being advantageously carried on in connection with or
ancillary to the other objects of the group.
xl.
MAG (UK) Ltd shall
indemnify the Directors in respect of all actions taken by them on behalf of the
company.
xli.
The primary business of
the Board is in relation to the running of the company and the commercial
affairs of MAG (UK) Ltd and not in the generation or promotion of new policy,
campaigns or wider organisational structure of which remains the preserve of the
appropriate officers , NC and AGC.
xlii.
Subject
to the provisions of the Act the Secretary shall be appointed by the Council
for such time at such remuneration and upon such conditions as they may think
fit, and any Secretary so appointed may be removed by them. The provisions of
sections 283 and 284 of the Act shall apply and be observed. The Council may
from time to time by resolution appoint an assistant or deputy Secretary, and
any person so appointed may act in place of the Secretary if there be no
Secretary or no Secretary capable of acting.
xliii.
The
office of a member of the Council shall be vacated:-
108.
If
he becomes bankrupt or makes any arrangement or composition with his creditors
generally.
109.
If
he becomes of unsound mind.
110.
If
he ceases to be a member of the Association.
111.
If
by notice in writing to the Association he resigns his office.
112.
If
he ceases to hold office by virtue of any provision of the Act or he becomes
prohibited by law from being a Director of a Company.
xliv.
The, Council may meet
together for the dispatch of business, adjourn and otherwise regulate their
meetings as they think fit, and determine the quorum necessary for the
transaction of business. Unless otherwise determined, two 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.
xlv.
A
member of the Council may, and on the request of a member of the Council the
Secretary shall, at any time, summon a meeting of the Council by notice served
upon the several members of the Council. A member of the Council who is absent
from the United Kingdom shall not be entitled to notice of a meeting.
xlvi.
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 and willing to preside, the
members of the Council present shall choose one of their number to be Chairman
of the meeting.
xlvii.
A
meeting of the Council at which a quorum is present shall be competent to
exercise all the authorities, powers and discretions by or under the
regulations of the Association for the time being vested in the Council
generally.
xlviii.
The
Council may delegate any of their powers to committees consisting of such
member or members of the Council as they think fit, and any committee so formed
shall, in the exercise 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 the Articles 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.
xlix.
All
acts bona fide done by any meeting of the Council or of any committee of the
Council, or by any. person acting as a 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 member or person acting as
aforesaid, or that they or any of them were disqualified, be as valid as if
every such person had been duly appointed or had duly continued in office and
was qualified to be a member of the Council.
l.
The
Council shall cause proper records to be kept of all Written Resolutions (and
of the signatures). The Council shall cause proper minutes to be made of all
appointments of officers made by the Council and of the proceedings of all
meetings of the Association and of the Council and of committees of the
Council, and all business transacted at such meetings. All such records (and
signatures) and minutes shall be entered in books provided for the purpose. Any
such record purporting to be signed by a Director or by the Secretary shall be
evidence of the proceedings in agreeing to the Written Resolution and until the
contrary is proved the requirements of the Act with respect to those
proceedings shall be deemed to be complied with. 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.
li.
A
resolution in writing signed by all the members for the time being of the
Council or of any committee of the Council who are entitled to receive notice
of a meeting of the Council or of such committee shall be as valid and
effectual as if it had been passed at a meeting of the Council or of such
committee duly convened and constituted.
THE NATIONAL COMMITTEE
lii.
For the purposes of
these Articles the National Committee shall also be known as the NC.
liii.
There shall be a
National Committee of the group that shall be the governing authority of the
group in political, administrative, disciplinary, organisational and other
matters save those in which the Board of Directors has legal obligations and
responsibilities.
liv.
The National Committee
shall consist of:
108.
Regional Representatives
elected by their respective regions.
109.
The National Chairman,
National Finance Officer, National Clubs Liaison Officer and National Network
Communications Officer elected by the group conference.
110.
Directors of MAG (UK)
Ltd.
111.
Such employees,
contractors, working group members, advisers and special assistants as are from
time to time, appointed to the NC by the voting members of the NC.
i.
It shall be the duty of
the National Committee to recommend and nominate persons for election at the
Annual Group Conference election as directors of MAG (UK) Ltd. In doing so the
National Committee shall recommend and nominate persons who, in its opinion,
have the required skills and experience to manage MAG (UK) Ltd in the interests
of the members and in accordance with Company Law. NC nominees shall also be
persons who, in the opinion of the NC, are trustworthy and have proven their
loyalty and dedication to the work, principles and ideals of the Motorcycle
Action Group. The NC shall communicate its Board nominations to the membership
and shall request the members to support its nominations. Notwithstanding this
fact, any fully paid up individual MAG member not nominated by the NC shall
still be eligible for nomination and election by the members as a Director of
MAG (UK) Ltd.
ii.
The NC shall be
responsible for the day to day running of the group and shall, so far as is
practicable, manage its affairs in accordance with the wishes of the members it
represents.
iii.
The duties and powers of
the NC shall include the following:
a) To abide by and enforce the Constitution and to take
any action it deems necessary for such purpose, including disaffiliation,
disbanding, suspension or expulsion of any affiliated or individual member
found to be in breach of such.
b) In relation to any alleged breach of the constitution
by an individual or affiliated member, to instruct a National Committee member
to investigate and report to the NC upon such investigation.
c) To determine the meaning, interpretation or general
application of the constitution in any dispute.
d) To present to the group conference a financial
statement and duly audited accounts.
e) To propose to the group conference such amendments to
the constitution as may be deemed desirable and to submit to the group
conference such resolutions and declarations affecting the programme,
principles and policy of the group as in its view may be necessitated by
circumstances.
f) To organise and maintain such fund or funds as may be
thought necessary for any or all of the objects for which the group exists.
g) To adjudicate in any and all disputes and complaints
that may arise between members on matters concerning the group. Any member,
individual or affiliated, having a complaint shall communicate such to the NC
who shall resolve it in accordance with the constitution.
h)