Rules of AMRRC
- The name of the Club is Armoy Motorcycling Road Racing Club Limited.
- The Objects for which the Club is established are:
- a) To promote motorcycle activities and social events amongst the members of the Club and to encourage and further in every possible way, the sport of motorcycling, motoring, karting and all forms of motorised sport.
- b) To maintain and conduct a Club for the accommodation of members of the Club and their friends and visitors and generally to afford to members and their friends, all the usual privileges, advantages, conveniences and accommodation of a club.
- c) To raise or borrow or secure the payment of money for the purposes of the Club in such manner as the Club may determine.
- d) To take such steps by personal or written appeals, public meeting or otherwise, as may from time to time be deemed expedient for the purpose of procuring a contribution to the funds of the Club in the form of donations, annual contribution for the funds of any Club, institution, Society Association, Club or person, for any object altogether or in part, similar to the objects of the Club.
- e) To print and publish any newspapers, periodicals, books or leaflets that the Club may think desirable for the promotion or its objects.
- f) To subscribe to any local or other charity and to grant donations for any public purposes, and to provide a superannuation fund for the servants of the Club or otherwise to assist any such servants, their widows and children.
- g) To establish and support and to aid in the establishment and support of any other Companies or association or Clubs formed for all or any of the objects of this Club.
- h) To amalgamate, affiliate or enter into any arrangement with, or co-operate with, any Companies, Institutions, Societies, a nd Associations, Clubs or persons having objects altogether or in part similar to those of this Club.
- i) To do all other lawful things as may be incidental or conducive to the attainment of the above objects.
- The income and property of the Club, when so ever derived, shall be applied solely towards the promotion of the objects of the thereby and shall be paid or transferred directly or indirectly by way of dividend, bonus or otherwise howsoever by way of profit to the members of the club provided that nothing here shall prevent the payment in good faith or remuneration to any officers or servants of the Club or to any member of the Club or other person in return for any services actually rendered to the Club.
- Every member of the Club undertakes to contribute to the assets of the Club in the event of the same being wound up during the time that he is a member, or within one year afterwards, for payment of the debts and liabilities of the Club contracted before he ceases to be a member, and the costs, charges, and expenses of winding up the same and for the adjustment of the rights of the contributories among themselves, such amount as may be required not exceeding one pound.
- If upon the winding up or dissolution of the Club, there remains, after the satisfact ion of all its debts and liabilities, any property whatsoever, the same shall be used only for the objects of the promotion or furtherance of motorcycling and motoring in such manner as may be determined by the members of the Club at or before the time of the dissolution or in default thereof by such Judge of the High Court of Justice in Northern Ireland as may have jurisdiction in such matters.
- The Club shall be subject to and bound by the rules of the recognised Governing Body for the time being of the s port as defined in Clause 2 of this Memorandum insofar as the Governing Body has jurisdiction ov er the club; and where in this M emorandum and Articles of Association, there shall be found any matter contrary to or inconsistent with the Rules of the Governing Body then the rules of the Governing Body shall prevail.
Articles of Association – Armoy Motorcycle Road Racing Club Ltd
1. In these articles, unless there be something in the subject or context inconsistent therewith:-
“The Club” shall mean the Armoy Motorcycle Road Racing Club Ltd.
“The Committee” shall mean the Committee appointed to manage the affairs of the Club.
“Duly qualified member” shall mean:
a) Members who have paid their annual subscription as provided by these Articles (clause 6,8, 34).
b) Persons who have been duly elected life members on payment of a sum as fixed from time to time by the Committee in its discretion.
c) Persons who have been duly elected honorary members (clause 7).
“The Act” means the Companies Act (Northern Ireland) 1960, or any amendment or statutory modification thereof for the time being in force.
2. The number of members with which the Club proposes to be registered shall be unlimited members.
3. The Club shall consist of Honorary and Ordinary members, from which Officers that include a President, Vice-Presidents, Chairman, a Vice-Chairman, a Secretary, Competition Secretaries, and a Treasurer (hereinafter collectively called “The Committee”) shall be elected to manage the affairs of the Club.
4. All persons who, on the incorporate of the Club, are members of Armoy Motorcycle Road Racing limited shall be entitled, on completing such form of application for membership (if any) as the Committee may require, to have their names entered on to the Register of Members of the Club.
5. All members must accept these Articles of Association and abide by them.
6. New members may be elected to the Club at a general club meeting or an Annual General Meeting on being proposed and seconded by duly qualified members of the Club. Such selection shall be unanimous by the majority of members present. Any person desirous of becoming a member shall first complete and sign the required form of application for the Club. All members under the age of 18 years are required to have their membership application form countersigned by their parent or guardian. The Annual Subscription shall become payable immediately upon election and until the same is paid the new member shall not become entitled to the rights and privileges of the Club.
7. Honorary: The title of honorary or honorary membership title is a title bestowed upon an individual as an award in recognition of their merits….someone who is allowed to join without applying or without having the usual qualifications and who is not paid for their work. The Club may elect such persons as it deems worthy to be Honorary and all such persons shall be entitled to the rights and privileges of FREE Membership of the Club. Such Honorary Members may be elected at an Annual General Meeting. An Honorary title is deemed a lifetime award or for a specified period as specified by the serving committee.
8. The Committee may (with the sanction of the members of the Club obtained in General Meeting) require payment of an entry fee (of such amount as may from time to time be fixed by the Club in General meeting) from existing or new members on their election in addition to the Annual Subscription, before they shall become entitled to the rights and privileges of the Club.
9. The rights and privileges of each member shall be personal to such member, shall not be transferable and shall cease upon failing to be a member or upon death.
10. If any member of the Club desires to resign from membership of the Club he shall give notice in writing of his intention to do so to the Club Secretary no later than the first calendar Tuesday in the month in any year, and his title to the rights and privileges, to which he is entitled as a member of the Club shall cease on the first calendar Wednesday of the month of that year. Failing notice, as provided for in this Article, the liability of such member for his subscription for the following year shall remain and furthermore he shall remain liable under Clause 6 of the Memorandum.
11. Any member found by the Committee, after consideration of any statement of explanation offered by or on behalf of such member, to have been guilty of conduct prejudicial to the interests or objects of the Club or of motorcycling and motoring, karting or other motorised sports may be censured, suspended, required to resign or expelled from membership by decision of the Committee supported by at least two thirds of the Committee members present and voting: PROVIDE ALWAYS that such member, if aggrieved by the decision of the Committee may require the Secretary by notice in writing to convene an extraordinary General Meeting to consider the complaint made against him; and the members present and voting at such Extraordinary General Meeting after consideration of any explanation or statement made by or on behalf of such member may confirm, annul or vary the decision of the Committee in respect of such member.
12. The Club shall have power at a General Meeting to require the resignation of any member. Such member on being required to resign shall forfeit any claim on the Club or its officers and shall not have any claim to the return of the whole or any part of his annual subscription, and if his annual subscription has not been paid, his liability therefore shall remain. Dismissal or suspension shall not relieve the member from his liabilities under Clause 6 of the Memorandum of Association.
13. The annual subscription for membership of the Club shall be such amount as the members of the Club may, from time to time, decide in General Meeting.
14. On payment of such fee as the Committee may determine, a member may be supplied with the Club badge which may only be displayed by him while he is a duly qualified member. In the event of his ceasing to be a member or an demand by the Committee, the badge must be returned for which a refund of such sum as may be determined by the Committee from time to time, will be allowed subject to reasonable wear and tear. The badge shall remain the property of the Club and is not transferrable by any member.
15. The annual subscription above mentioned, is payable in the case of new members on election and in the case of other members on the first day of January each year and in the event of a member failing to pay his or her annual subscription the Honorary Secretary may serve notice on that member requiring payment of the said subscription and naming a time, date and place for payment thereof and stating that in the event of non payment on or before that time and date the membership of that member shall lapse and the Committee may remove the member’s name from the register of membership.
16. An Annual General Meeting of the Club shall be held in the month of September of each year, (to allow submission of newly elected committee members names to our governing body of the MCUI in time for their AGM in November) or at such other time within each calendar year (not being more than fifteen months after the holding of the preceding Annual General Meeting) and at such place as the Committee may determine.
17. The first General meeting shall be held at such time, not being less than one month nor more than three months after the incorporation of the company, and at such place as the Committee may determine.
18. The above mentioned general meetings shall be called ordinary general meetings; all other meetings shall be called extraordinary general meetings.
19. The Committee may, whenever it thinks fit, convene an Extraordinary General Meeting, and Extraordinary General Meetings shall also be convened on such requisition or, in default, may be convened by such requisitionist, as provided by Section 126 of the Act.
Notice of General Meetings.
20. Subject to the provisions of Section 135 (2) of the act relating to special resolutions seven days’ notice at the least (exclusive of the day on which the notice is served or deemed to be served, but inclusive of the day for which notice is given) specifying the place, business, the general nature of that business shall be given in the manner hereinafter mentioned, or in such other manner, if any, as may be prescribed by the Company in general meeting, to such persons as are, under the regulations of the Company, entitled to receive such notices from the Company; but with the consent of all the members entitled to receive notice of some particular meeting, that meeting may be convened by such shorter notice and in such manner as those members may think fit.
21. The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any member shall not invalidate the proceedings of the meeting.
Proceedings at General Meetings.
22. All business shall be deemed special that is transacted at an extraordinary meeting, and also that is transacted at an Annual General Meeting with the exception of the consideration of the accounts, balance sheets, and the ordinary reports of the officers and auditors, the election of officers, Committee and auditors, and the fixing of the remuneration of the auditors.
23. No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business save as herein otherwise provided; seven members personally present shall be a quorum. If a quorum is not present the meeting must be postponed until the same day of the next week at the same time and same place.
24. If within half an hour from the time appointed for the adjourned meeting, a quorum as defined in the last preceding clause is not present the members shall be a quorum.
25. The Chairman, or in his absence the Vice Chairman, shall preside as Chairman at every general meeting of the Club.
26. If there is no such Chairman or if at any meeting he is not present within fifteen minutes after the time appointed for the holding of the meeting, or is unwilling to act as Chairman, the members present shall choose someone of their number to be Chairman.
27. The Chairman may with the consent of any 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 any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for ten days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.
28. At any General Meeting a resolution put to the meeting shall be decided by a majority, vote taken by a show of hands, unless a poll is (before or on the declaration of the result of the show of hands) demanded by at least five members present in person or by proxy entitled to vote and unless a poll is so demanded, a declaration by the Chairman that a resolution has, on a show of hands, been carried or carried unanimously, or by a particular majority, or lost, and an entry to the effect in the book of the proceedings of the company, shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of, or against that resolution.
29. If a poll is duly demanded it shall be taken in such manner as the Chairman directs and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.
30. In the case of an equality of votes, whether on a show of hands or on a poll, the Chairman of the meeting at which the show hands takes place or at which the poll is demanded, shall be entitled to a second or casting vote.
31. A poll demanded on the election of a Chairman, or on a question of adjournment, shall be taken forthwith. A poll demanded on any other question shall be taken at such time as the Chairman of the meeting directs.
32. All proposals must be briefly and concisely worded and seconded before same will be accepted for discussion and voting.
Propose, Second and Votes for Members
33. Every member (as defined in clause 1) is entitled to propose or second and shall have one vote.
34. No member shall be entitled to vote, propose or second at a General Meeting, or the Annual General Meeting of the Club unless he is a duly qualified member as defined below;
• Membership dues must have been paid for at least 1 month prior for a General Meeting.
• Membership dues must have been paid for at least 6 months prior for Annual General Meeting.
• Be a full member (NO junior members under 18 years old.)
35. No member can propose or second a proposal for acceptance of last month’s meeting minutes unless they were in attendance at said proposed meeting.
36. A member of unsound mind or in respect of whom an order has been made by any court having jurisdiction over that person, may vote, whether on a show of hands or on a poll, by his Committee, curator bonis, or other person in the nature of a Committee or curator bonis appointed by that Court and any such Committee, curator bonis, or other person may, on a poll, vote by proxy.
37. On a poll, votes may be given either personally or by proxy.
38. The instrument appointing a proxy shall be in writing under the hand of the appointer is a corporation, either under the Seal or under the hand of an officer or attorney so authorised. A proxy need not be a member of the Company.
39. The instrument appointing a proxy, and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of the power or authority shall be deposited at the registered office of the company not less than forty eight hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposed to vote and in default the instrument of proxy shall not be treated as valid.
40. An instrument appointing a proxy may be in the following form, or any other form which the Directors shall approve. “I …, of …, being a member (as defined in clause 1) of the Armoy Motorcycle Road Racing Club Ltd in the County of … , hereby appoint … of …, as my proxy to vote for me and on my meeting of the company to be held on the … day of … Signed this …. day of …
41. The instruments appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.
42. The Management of the affairs of the Club should be vested in and carried out by a Committee consisting of the Chairman, Vice Chairman, Secretary and Treasurer together with up to a maximum of six other duly qualified members of the Club (hereinafter call ‘the Committee”, all of which should be elected at the Annual General Meeting and retire at the next succeeding Annual General Meeting.
43. Any officer or other member of the Committee shall be capable of being re-elected.
44. The Seal of the Club shall not be affixed to any instrument except by the authority of a resolution of the Committee, and in the presence of the secretary and one other officer; and those persons as aforesaid shall sign every instrument to which the Seal of the Club is so affixed in their presence.
Proceedings of Committee
45. The quorum necessary for the transaction of the business of the Committee shall be five.
46. The Committee shall cause minutes to be made in books provided for its purpose of the names of Committee members present at each of its meetings and of all resolutions and proceedings thereat, and every Committee member present at such meetings shall sign his name in a book to be kept for that purpose.
47. The Committee shall have power to co-opt additional members not exceeding four, and such co-opted members must retire at the next succeeding Annual General Meeting.
48. All matters arising at any meeting of the Committee shall be private, and no report of the proceedings shall be issued except with the consent of the Committee.
49. The Committee may from time to time make, vary and repeal Bye-Laws for the regulation of the business of the Club, its members, Officers and Committees, and, in particular, for the conduct of competitions, exhibitions, lectures and other functions in connection with the sporting side of motorcycling, motoring, karting and all other forms of motorised sport organised by the Club. Provided that no bye-Law made under this power shall amount to such an addition to or modification of the Articles of Association as legally could only be made by a Special Resolution passed in accordance with the provisions of Section 1.35 of the Act.
50. The Committee shall meet for the despatch of business, adjourn and otherwise regulate its meetings as it thinks fit. Questions arising at any meeting shall be decided by a majority of votes and in the event of equality of votes, the Chairman (or in his absence the Vice Chairman) shall have a second or casting vote. The secretary may at any time, and on the requisition of four members of Committee, shall summon meetings of the Committee.
51. The Chairman of the Club (and in his absence, the Vice Chairman and in the absence of the Vice Chairman, a nominee from the Committee from amongst the Committee members by a majority vote) shall take the Chair at all meetings of the Committee.
52. The Committee may delegate certain powers to sub-Committees as it shall think fit and such sub-Committee shall conform to any regulation imposed on them by the Committee. Any duly qualified member of the Club may be appointed to act at any such Committee.
53. All acts done by any meeting of the Committee or by any persons action as a member of Committee, shall, notwithstanding that it may be afterwards discovered that there was some defect in the appointment of any such person acting as aforesaid, and that they or any of them were disqualified, be as valid as if every person had been duly appointed and was qualified to be a member of Committee.
54. This committee shall cause proper books of accounts to be kept with respect to:
• All sums of money received and expended by the Club and the matter in respect of which the receipt and expenditure takes place.
• All sales and purchases of goods by the Club and the assets and liabilities of the Club.
55. The books of account shall be kept at the registered office of the Club or at such other place or places as the committee thinks fit, and shall always be open to the inspection of the Committee.
56. The committee shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the account and books of the Club, or any of them, shall be open to the inspection of members not being officers or members of Committee and no member (not being an officer or member of Committee) shall have any right of inspecting any account or book document of the Club except as conferred by stature or authorised by the Committee or by the Club in General Meeting.
57. The Committee shall from time to time in accordance with Section 142 of the Act, cause to be prepared and to be laid before the Club in General Meeting such as profit and loss accounts, balance sheets and reports as are referred to in that section.
58. A copy of every balance sheet (including every document required by law to be annexed thereto) which is to be laid before the Club in General Meeting together with a copy of the Auditor’s reports shall, not less than seven days before the date of the meeting, be sent to all persons entitled to receive notices of General Meetings of the Club.
59. Auditors shall be appointed and their duties regulated in accordance with Sections 153, 154, 155 and 156 of the Act.
60. A notice may be given by the Club to any member either personally or by sending it by post to him to his registered address, or (if he has no registered address within the United Kingdom) to the address, if any, within the United Kingdom supplied by him to the Club for giving of notices to him. A member must notify the secretary immediately of any change of address.
61. Where a notice is sent by post, service of notice shall be deemed to be affected by properly addressing, prepaying and posting a letter containing the notice, and to have been effected at the expiration of 24 hours after the letter containing the same posted.
62. If a member has no registered address within the United Kingdom and has not supplied to the Club an address within the United Kingdom for the giving of notices to him, a notice addressed to him advertised in a newspaper circulation in the neighbourhood of the registered office of the Club shall be deemed to be duly given to him on the day which the advertisement appears.
63. Notice of every General Meeting shall be given in some manner hereinafter authorised to every member except those members who (having no registered address within the United Kingdom) have not supplied to the Club an address within the United Kingdom for the giving of notices to them. No other persons shall be entitled to receive notices of General Meetings. Interpretation and Alteration of Articles
64. The decision of the Committee for the time being on all matters in dispute as to the interpretation of these Articles shall be accepted by all members as final and binding.
65. Any alternation, amendment or addition to be made in or to these Articles shall be made only by a Special Resolution at an Annual General Meeting of the Club or an Extraordinary General Meeting convened on the requisition of duly qualified member and of which twenty-eight days notice in writing shall have been given to the Secretary for the time being. Indemnity
66. Every officer or other member of the Committee for the time being of the Club shall be indemnified out of the assets of the Club against any liability incurred by him in defending any proceedings, civil or criminal, relating to or alleged in such proceedings to relate to the affairs of the Club in which judgement is given in his favour in which he acquitted or in connection with any application under Section 196 of the Act in which relief is granted to him by the Court. Dissolution
67. The Club may be wound up in the manner provided by the Act or any statutory modification thereof for the time being in force and in accordance with Clause 5 of the rules.
Date:1st September 2008