RUDGE ENTHUSIASTS CLUB LIMITED
Issue No 8
AMENDED 14TH JANUARY 2016
RUDGE ENTHUSIASTS CLUB LTD – No. 3343356
Rules which incorporate one of the Company’s Articles of Association or part of an Article of Association are stated in bold print. These may only be altered by compliance with the Companies Acts. Where there is inconsistency between the Rules and the Articles of Association the Articles of Association shall prevail.
Name of the Club shall be Rudge Enthusiasts Club Limited
SECTION 2 – OBJECTIVES
The objectives of the Club shall be:-
(a) The furtherance of social and sporting activities in the interest of motorcycling in general and the Rudge marque in particular;
(b) The perpetuation of the Rudge marque by encouraging and supporting the continued use of Rudge Whitworth products;
(c) The preservation of all memorabilia, records and artefacts associated with the marque.
SECTION 3 – MEMBERSHIP
Every person desirous of becoming a member of the Company must sign and deliver to the Company an application for membership in the form following namely;
desire to become a member of the Company and request you to enter my/our name in the Register of members accordingly subject to the memorandum and Articles of Association
At the discretion of the Committee the following categories of membership are available:
(a) FULL MEMBERSHIP – This will be open to any person who has an enthusiasm for, or interest in, the Rudge Marque, its history or any product produced by the Rudge Company, or its subsidiaries.
(b) FAMILY MEMBERSHIP –A full member may also sponsor one additional member of their family who resides at the same address as the full member.
(c) JUNIOR MEMBERSHIP – A person under the age of 18 will be known as a Junior Member
(d) REDUCED MEMBERSHIP – A member who has been a full member for the previous 5 consecutive years and who is over the age of 65 may apply for reduced membership.
(e) HONORARY MEMBERSHIP – Will be bestowed on:
(i) Members of the Executive Committee and Area Representatives from the 1st September following their election to the 31st August following their termination of office.
(ii) By a 2/3 majority at an AGM from nomination submitted through the Executive Committee; to those persons who have rendered the Club special service, or have furthered the cause of motor cycling in general or Rudge machines in particular, by some act or acts for which such recognition by the Club shall be justified.
(f) Anyone elected under (e) (ii) to Honorary Membership shall remain in the category for as long as he or she wishes, or the Club decided by a 2/3 majority at a General meeting to withdraw the honour. Members in the category shall enjoy all the rights and facilities available to members defined in Section 3 (a) to (d).
SECTION 4 – SUBSCRIPTION
The annual subscription shall such annual, quarterly or other sum as the Company shall in general meeting determine.
(a) This is payable on joining and subsequently is due on the 1st September each year. For the groups set out in Secion3 this will be:
(i) For members in 3(a), 3(b) and 3(c), a joining fee at the current rate and in addition;
(ii) For members in 3(a), the full membership fee at the current rate, except those residing outside the UK, the Isle of Man and the Channel Islands who will pay an additional amount to be set annually by the Executive Committee;
(iii) For members in 3(b) a reduced rate not exceeding ¼ the full annual subscription rate, such rate to be raised only in line with the full membership fee;
(iv) For members in 3(c) (Junior Members) a rate of 50% of the full rate; and for members in 3(d) (qualifying members over the age of 65) a rate of 2/3 the full rate rounded up to whole pounds except those residing outside of the UK, the Isle of Man and the Channel Islands, who will pay an additional amount to be set annually by the Executive Committee.
(v) Members in 3(e) will be exempt from paying any subscriptions or fees and will be sent the Club Journal free of charge.
(b) No member shall participate in any of the privileges of the Club, or ride in the Club’s name, if such members has not paid their subscription by the following 1st December. Such members will be deemed to have resigned and will be liable for the joining fee at the current rate if the subscription is subsequently paid.
(c) All members, wherever residing, must pay their subscription in Sterling.
SECTION 5 – GENERAL MEETINGS (AGM/SGM)
(a) The notice of General Meetings shall be published at least 21 days prior to the date of the meetings. The agenda shall be drawn up by the General Secretary of Club Chairman and shall be discussed in detail by the Executive Committee prior to the meeting.
(b) A report of each General Meeting shall be published in the Club Journal.
(c) Only members defined in Section 3 shall be entitled to vote and have the right to speak.
(d) A quorum shall be 35 members present in person or by proxy. Votes may be given on a poll, either personally or by proxy. On a show of hands a member present only by proxy shall have no vote. A proxy need not be a member.
ANNUAL GENERAL MEETINGS
(e) The annual General meeting shall be held between the months of March and June inclusive in each year but not more than 15 months shall elapse between the date of one annual general meeting of the Company and the next.
(f) The report of the Treasurer and Balance Sheet for the year ending the previous 30thSeptember will be presented.
(g) The reports of the other Club Officials and Area Representatives will be published in the latest issue of the Journal preceding the Annual General meeting but failing this will be presented at the AGM either in person or by the General Secretary.
(h) All propositions to be discussed and nominations for Club Officials in Section 7(a), 7(b), 7(c), 7(d) and 11(d) must be proposed, seconded and submitted by a member in writing to the General Secretary, not later than one week before the copy date of the Journal preceding the AGM.
SPECIAL GENERAL MEETINGS
(i) The Executive Committee shall have the power to convene a Special General Meeting.
(j) A Special General Meeting must be called if requisitioned by the number of persons defined in Section 368 of the Companies Act 1985 or by 35 members in writing (whichever shall be the lesser number)
(k) Any members may vote at a General Meeting of the Company by proxy.
The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorised in writing or if such appointer is a Corporation under its Common Seal if any and if none then under the hand of some officer duly authorised in that behalf. The instrument appointing a proxy in the power of Attorney or other authority (if any) under which it is signed or a notarially certified or office copy thereof shall be deposited at the registered office of the Company not less than 48 hours before the time appointed for holding the meeting or Adjourned meeting at which the person named in the instrument proposes to vote or in the case of a poll not less than 24 hours before the time appointed for the taking of the poll and in default the instrument of proxy shall not be treated as valid.
Any instrument appointing a proxy shall be in the following form or as near thereto as circumstances will admit:
a member of
and failing him
to vote for me and on my behalf at the
Annual or Extraordinary or Adjourned as the case may be
General Meeting of the Company to be held on the
day of and at every adjournment thereof
As witness my hand this day of
This form is to be used in favour/against the resolution. Unless otherwise instructed the proxy will vote as he thinks fit.
The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.
SECTION 6 – CONDUCT OF MEETING
(a) This section applies to General Meetings, Executive Committee meetings and Sub-Committee meetings. The term “Chairman” refers to the Chairman of the meeting who need not be the Club Chairman
(b) Members of the Club may, with the Chairman’s agreement, attend and speak to any meeting other than a General meeting of the Club. Members of the Club shall be allowed access to minutes of all meeting of the Club.
(c) Voting at meetings of the Club will be restricted to members entitled to vote. In the case of an equality of votes whether on a show of hands or on a poll the Chairman of the meeting (whether a General Meeting or a meeting of the Executive Committee) shall be entitled to a second or casting vote.
(d)` Meetings of the Club will normally be chaired by the Club Chairman or, in his absence, the meeting may elect a chairman from amongst those voting members present
(e) When debating a motion, the commonly accepted rules of debate apply.
(f) Notwithstanding Section 20, the Chairman will be responsible for applying and interpreting those Rules which affect the convening and conduct of meetings of the Club.
(g) A proposal which has the affect of amending the memorandum or Articles of Association of the Company shall be proposed and moved in accordance with the Companies Acts from time to time. Subject thereto and unless otherwise stated in these rules a simple majority of those voting will be sufficient to carry a proposal
SECTION 7 – CLUB OFFICIALS
(a) PRESIDENT – The President will be elected annually at an Annual General Meeting by a 2/3 majority.
(b) VICE PRESIDENT A Vice President is a member of the Club whose experience and advice would be of benefit to the Executive Committee. It is expected that he or she will retain an interest in the Clubs affairs. Vice Presidents will be elected by a 2/3 majority at an Annual General meeting.
(c) EXECUTIVE COMMITTEE Save as resolved by the Club in General meeting the Executive Committee shall consists of not less than 3 nor more than 20 members.
The Executive Committee will consist of a Chairman, General Secretary, Treasurer, Membership Secretary, Machine Registrar, Technical Officer, Competition Secretary, Regalia Secretary, Librarian & Archivist, Spares Office, Second-hand Spares officer, Social Secretary, Public Relations Secretary, Journal Editor, Trophy Secretary and Committee Member without portfolio. These positions to be filled by a member of at least one year’s standing, elected at the AGM by other members.
(d) ASSISTANTS – Appointed by the Executive Committee (see 10(c)). Any Assistant so appointed will not require to be be formally elected at the AGM, following their appointment by the Executive Committee, and their appointment will remain until the Executive Committee deem the Assistant to be no longer required.
(e) No member may simultaneously hold, or perform the duties of, more than one of the posts in (c) or (d) except as defined in Section 10 (b). Any member wishing to resign from any position within the Club must do so in writing to the General Secretary. The Executive Committee may, at its discretion, delete or create any Executive Committee post other than in 7 (a) and 7 (b), Chairman, General Secretary, Treasure and Membership Secretary.
SECTION 8 – EXECUTIVE COMMITTEE
(a) The general organisation and management of the Club shall be the responsibility of the Executive Committee which comprises the members listed in Section 7(c).
(b) The General Secretary shall call Executive Committee meetings with a minimum of 4 meetings being called each year normally in February, May, August and November. Additional meetings may be called as determined by the amount of business. The General Secretary shall be bound to call a meeting at the request of more than half the voting members of the Executive Committee or at the request of the Club Chairman.
(c) All business the Executive Committee members intend raising at a meeting shall be notified not less than 14 days beforehand in writing to the General Secretary.
(d) A summary of the business transacted at the Executive Committee meetings shall be published in the Club Journal.
(e) The quorum necessary for the transaction of the business of the Executive Committee may be fixed by he Executive Committee and unless and until so fixed shall be 6.
(f) The Agenda shall be drawn up either by the General Secretary of the Chairman and shall be approved by the Club Chairman. The agenda shall be distributed in ample time of facilitate attendance. It must contain any business notified to the General Secretary which complies with any relevant rules.
(g) Any annually elected voting member of the Executive Committee who fails to attend three consecutive meetings of the Club without giving an explanation acceptable to the meetings concerned shall be deemed to have resigned their post.
(h) The Executive Committee is to establish and annually review the Club’s pricing policy.
(i) The Executive Committee may appoint a Sub-Committee, and may delegate to them such powers as the Executive Committee may think fit. The quorum of any Sub-Committee shall be fixed by the minute appointing it. The Club Chairman and the General Secretary shall be ex-officio members of every such Sub-Committee.
(j) All members of the Executive Committee shall offer themselves for election as Directors of the Company at the first Annual General Meeting following their election to the Executive Committee.
SECTION 9 – DUTIES OF OFFICIALS
(a) President – is the figurehead of the Club and presides over the Annual Dinner, Annual Rally and their associated prize-giving’s. He may delegate these responsibilities to the Vice President.
(b) Vice President – is expected to take an active interest in the activities of the Club and stand in for the President when delegated to do so.
(c) Club Chairman – Presided over General meetings and Executive Committee meetings and is an ex-officio members of all other Sub-Committees.
(d) General Secretary – Organises and minutes all General meetings and Executive Committee meetings and maintains the minute book. Maintains and updates where necessary all job description of the Club officers and Area Representatives and ensures post holders have current copies. Is an ex-officio member of all other Club committees.
(e) Treasurer – as detailed in Sections 13 and 14
(f) Membership Secretary – To collect subscriptions and maintain an up to date list of Club members as defined in Section3, and to encourage new members to join the Club.
(g) Machine Registrar – To maintain and promote the Club register of machines and to represent the Club in all dealings with the DVLA.
(h) Technical office – To provide a technical advice service within the Club; to be responsible for a set of microfilm aperture cards and to make copies available to members when required in line with the Club pricing policy.
(i) Competition Secretary – To represent and advise Club members in all areas of motorcycling competition.
(j) Regalia Secretary – To stock, supply and expand the Club’s range of regalia and supply it to members when required in line with the Club’s pricing policy.
(k) Librarian and Archivist – To maintain and expand the Clubs library of original printed or source material and make copies available to members when required in line with the Club’s pricing policy.
(l) Social Secretary – To organise Rudge Enthusiasts Club limited major social events including the Dinner and Prize-Giving and the Annual Rally.
(m) Journal Editor – To carry out the duties as detailed in Section 12
(n) Trophy Secretary – To maintain a value record of the Club’s trophies and their location and provide replicas when necessary. To maintain the criteria for the winning of such trophies. To maintain an up to date Asset Register.
(o) Spares Officer – To be responsible for the running of the Rudge New Spares scheme including the procurement and marketing of spare parts and keeping the Executive Committee informed of all matters relating to the provision of spares.
(p) Second-hand Spares officer – To be responsible for the running of the Rudge Second-hand Spares scheme including procurement and marketing of second-hand spare parts and keeping the Executive Committee informed of all matters relating to the provision of second-hand spares.
(q) Public Relations Secretary – To publicise and promote the Club
(r) Committee member without portfolio – To assist the Committee by undertaking specific tasks and projects as agreed for time to time.
(s) In addition to those duties in (a) to (r) above, each Club Official is responsible for carrying out further duties as detailed in the appropriate job description.
(t) Any Official who, for what ever reason, is unable to carry out their duties must immediately report this to the General Secretary who must take appropriate action.
SECTION 10 – POWER OF OFFICIALS
(a) Situations may arise where an official may be required to take a decision not covered by previous policy and on which the rules are unclear. Officials have the authority to take such decisions provided that the immediately inform the General Secretary in writing in order that the decision may be ratified by the Executive Committee and, when necessary, at the next AGM of the Club.
(b) In the event of a Club official being unable to fulfil their duties through resignation or other causes, these duties shall devolve upon the General Secretary until such time as a successor can be temporarily appointed by the Executive Committee. Such a temporary appointment must be ratified at the following AGM, subject to 7(e).
(c) Officials of the Club may obtain assistance from members in the execution of their office. Such members may, with the agreement of the Executive Committee, be shown in the Club Journal as Assistants to the Club Officials, Project Officers or Helpers, and such Assistants, project officers or Helpers may attend meetings of the Executive Committee in an advisory capacity if so desired by the official they assist. Such Assistants, Project Officers or Helpers shall have no voting rights.
(d) All officials shall be responsible to the Executive Committee and the Club for the execution of their office.
(e) The President and Vice Presidents may attend Executive Committee meetings by prior arrangement with the General Secretary but will have no voting rights.
SECTION 11 – LOCAL AREAS AND AREA REPRESENTATIVES
(a) Local Areas may be formed at the discretion of the Executive Committee as soon as membership/activity in the particular area is sufficient to justify their formation.
(b) These Local Areas shall only be independent of the Club in that they can organise their own sporting and social activities which must not conflict with those of the main body of the Club
(c) Area Representatives shall notify the Social Secretary and Journal Editor before completing arrangements for their section activities to avoid conflicts with the main Club arrangements.
(d) The election of Area Representatives shall be carried out annually at the AGM
(e) Limited financial assistance may be available to Area Representatives who will be required to justify their case to the Treasurer in writing.
(f) Area Representatives wishing to promote an event which may require a financial guarantee from the Club must apply in writing to the treasurer for permission at least one month before the event.
(g) Area Representatives shall submit at least two written reports per year about their Area activity to the Journal Editor for publication in addition to a report for the AGM. Area Representatives failing in this duty will be ineligible for re-election for a period of 12 months.
(h) Area Representatives are required to carry out duties as detailed in their job description.
SECTION 12 – THE CLUB JOURNAL
(a) Will be published quarterly on the first day of February, may, August and November and distributed to members provided they comply with the administrative procedures laid down by the Club to facilitate its distribution. Family members will not receive a copy of the Club Journal.
(b) The right to edit or reject material rests with the Journal Editor.
(c) Private Advertisements from Club members will be published free of charge at the discretion of the Journal Editor.
(d)Advertisements by non-members and those firms concerned with the manufacture or distribution of components for. Or with the service and maintenance of, Rudge Machines may be accepted at the discretion of the Journal Editor, at rates to be dependant on the circulation of the Journal. These rates will be reviewed when it appears necessary to the Executive Committee. Advertisers may receive a free copy of the Club journal in which their advertisement appears
(e) Spare copies of the Journal will be used for the purpose of increasing membership. The remainder will be held by the membership Secretary who will supply each new member with a copy of the current issue. Remaining copies will be sold only to Club members by the Librarian and Archivist.
(f) No liability to supply members who join or rejoin late in the year with Club Journals from the earlier part of the year will be entertained; however, every effort will be made to fulfil the obligation set out in para. (e).
SECTION 13 – ACCOUNTS AND AUDIT
(a) The treasurer shall be responsible to the Club for the correct keeping of accounts in respect of assets and liabilities, receipts and payments, income and expenditure.
(b) The financial year of the Club will end on 30th September each year at which date the Treasurer shall prepare a statement of accounts.
(c) This statement of accounts after being certified by the Club Auditor and approved by the Executive Committee shall be published in the Club Journal and presented at the AGM.
(d) The selection of the Club Auditor will be made by the Executive Committee and as a minimum will conform to the current legislation stipulated in The Companies Act 1985 (Audit Exemption) Regulations 1994.
(e) The Club accounts shall be open to inspection by Club members at any time by appointment with the Treasurer.
(f) The Register of all the Club’s assets and their location will be maintained by an officer nominated by the executive committee.
(g) The Treasurer will be responsible for all the Club’s insurances.
SECTION 14 – BANKING
(a) All accounts shall include the name “Rudge Enthusiasts Club Limited”.
(b) The accounts shall be held in UK clearing banks.
(c) All cheques and electronic (internet) payments must be authorised by three authorised members of the Executive committee whose details are registered with the bank.
(d) Monies shall not be transferred to any other account except in the name of Rudge Enthusiasts Club limited.
(e) Petty cash should be restricted to a limit set by the Executive Committee.
(f) Only in exceptional circumstances should the Club have an overdraft and only then with the approval of the Executive Committee.
(g) A copy of the Club rules should be supplied to the Bank.
(h) Each Executive Committee member who is responsible for an account must comply with the following:
(i) Provide a financial statement at every Executive Committee meeting either personally or in writing.
(ii) Provide a full financial return to the 30thSeptember to the Treasurer by the 14thOctober following to be incorporated in the annual accounts.
(iii) All Club officials must submit proper accounts with receipts to the Club Treasurer.
SECTION 15 – FINANCIAL REIMBURSEMENT
(a) Members who incur expenses in the Club’s interest may apply for reimbursement to the Treasurer. If the expense is authorised, receipts must be provided.
(b) Repayment of travelling expenses in respect of members who attend meetings of the Club or the Committee shall only be payable in the event of their presence being required.
(c) Any Committee member who has attended Executive Committee meetings may claim any reasonable travelling expenses from their home to the meeting and back. The criteria for payment to be set annually by the Executive Committee.
(d) Any member incurring expenses for hospitality for Executive Committee meetings may be reimbursed on production of receipts to a limit set annually by the Executive Committee.
(e) Members who relinquish their membership of the Club, either by failing to renew their membership when due or for any other reason whatsoever, and have funds on deposit with the Club, when said funds are less than £10 this amount shall be forfeited. The Club Honorary Treasurer shall contact said member who has on deposit with the Club funds in excess of £10 as at 31st December and the said member shall have 90 days to apply for a refund and repayment shall be made subject to proof of the funds due being submitted to the Treasurer and agreed with the Officer of the relevant section of the Club.
(f) In the event of the death of a fully paid up member, who has funds on deposit, being notified to the Club, the Treasurer shall write to the executor of the member’s estate or the member’s appointed representative declaring the funds held on deposit and requesting instruction as to the repayment of same.
SECTION 16 – EXPULSION OF MEMBERS
(a) In the event of any member being, in the opinion of the Executive Committee or any other member, guilty of any breach of these rules or misbehaviour under any circumstances involving conduct which may be considered ungentlemanly, unsportsmanlike or injurious to the interests of motorcycling, such member shall be called before he Executive Committee which shall have the authority to convene a special meeting for the purpose of cautioning, suspending, expelling from the Club or otherwise effecting disciplinary measures upon any such member or members.
(b) Any member dealt with under these rules shall have the right to a further hearing at a General meeting of the Club. The decision of the Executive Committee may be altered by a resolution passed by a 2/3 majority vote at such a meeting.
(c) The Executive Committee reserves the right to refuse membership.
SECTION 17 – CLUB BUSINESS
(a) All correspondence should be address to the appropriate Official and, if a reply is essential, a stamped addressed envelope must be enclosed.
SECTION 18 – LIABILITY
(a) Neither the Club nor its Officials shall be liable for any loss or damage to members’ machines or their appurtenances either by fire, theft, accident, or any cause during any part of the Club’s activities. Members are personally responsible for any civil or criminal proceedings which may be taken against them.
(b) Each member is liable for an amount not exceeding £5.00 as the Rudge Enthusiasts Club Limited is limited by guarantee.
SECTION 19 – DISSOLUTION
(a) The Club may only be dissolved by an Extraordinary Resolution passed at a General meeting of the Club duly convened and in accordance with the provisions of the Companies Acts.
(b) Should the members of the Company resolve to dissolve the Company then, If upon the winding up or dissolution of the Company there remains after satisfaction of all its debts and liabilities any property whatsoever the same shall not be paid to or distributed among the members of the Company but should be given or transferred to some other charitable institution or institutions having objects the same as or similar to the objects of the Company and which shall prohibit the distribution of its or their income and property amongst its or their members to any extent at least as great as is imposed on the Company under or by virtue of the Memorandum of Association of the Company, such institution or institutions to be determined by the members of the Company at or before the time of dissolution and if and so far as effect cannot be given to this last provision then to some other object as near as possible as may be to that of the Company.
(c) Every member of the company undertakes to contribute to the assets of the Company in the event of the same being wound up whilst he is a member or within one year after he ceases to be a member for payment of the debts and liabilities of the Company 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 such amount as may be required but not exceeding £5.00.
SECTION 20 – INTERPRETATION AND JURISDICTION
(a) Subject to the provisions of Part A of these Rules members hold themselves bound in honour in all cases of dispute or disagreement as to the interpretation of these Rules to accept the decision of the Executive Committee as final and binding.
(b) Subject as aforesaid the interpretation of the Club Rules shall rest with the Executive Committee.
THE COTTAGE, TRETHURGY, ST AUSTELL, CORNWALL PL26 8YF ENGLAND
COMPANY LIMITED BY GUARANTEE, REGISTERED IN CARDIFF No. 3343356