The boring bit......

THE SERIES 2 CLUB – CLUB RULES.

1.        THE NAME:  The name of the Club shall hereafter be “THE LAND ROVER SERIES 2 CLUB” hereafter referred to as “the Club”. For business purposes the Club is registered at Companies House as “SERIES 2 CLUB LIMITED.”

2.        CLUB NAME ADDRESS AND LAND ROVER LOGO: :  The name and address of the Club shall not be given by any member as their name or address for any business, trade or advertising purposes or in connection with any legal proceedings.  The use of the Land Rover Logo has been approved only for use by the Club and must not be used, under any circumstances, by individual members.

3.        OBJECTIVES OF THE CLUB: The objectives of the Club are: (a) to encourage and promote interest in Land Rover Series 2, 2a and 2b 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 objectives are 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.

4.        AFFILIATION:  The Club shall be affiliated to the Association of Land Rover Clubs (ALRC). In addition the Club will be affiliated to The Federation of British Historical Vehicle Clubs (FBHVC). The Club may also affiliate to other associations as agreed by the Committee, in order to further the Objectives of the Club.

5.        MANAGEMENT:  The authority and responsibility for the transaction of the business of the Club for its management shall be vested in a Committee, who, in addition to the powers and authorities expressly conferred on them by these rules, may exercise all powers and do all acts in furtherance of the objects for which the Club is established, other than those expressly directed or required to be exercised by the Club in General Meeting. Overseeing the Committee the Club will elect a panel of Directors, whose powers will be detailed in the Articles and Associations of the Company, to which these Club Rules will be subservient.

6.        ELECTION OF OFFICERS:  The Chairman, Vice Chairman, Treasurer, Secretary, Auditor and Committee shall be elected at the Annual General Meeting, and, subject to termination of office by resignation or otherwise, shall remain in office for a period of two years until their successors are appointed at the next Annual General Meeting following their resignation. The Committee shall have power to co-opt other members as they deem necessary. The retiring Officers and other members of the Committee shall be eligible for re-election.

7.        COMMITTEE:  The Committee shall consist of the following club officer posts:

In addition the Committee will also include Local Area Organisers who will represent the views of their local membership base.  Areas will be defined by the Committee and Area Organisers must be approved by the Committee. Multi-post officers must be agreed by a committee quorum.

8.        QUORUM OF COMMITTEE: The quorum of the committee shall be six (6) club officers and at least two (2) area organisers i.e. not less than eight (8). Where a committee member holds more than one post then he shall count for the quorum only once but may elect whether to count as an officer or area organiser.

9.        NOMINATION: Nomination of new candidates for election to the Committee must be received by the Secretary not less than fourteen days before the Annual General Meeting in writing signed by each member nominated that he is willing to serve. Nominations of candidates shall be counter-signed by the member proposing them. Retiring officers and area organisers seeking re-election may be proposed at the AGM.

10.     SUB COMMITTEES: The Committee shall have power to appoint a subcommittee of not less than three persons to meet on its behalf in respect of any matter which is specifically referred to such sub-committee.

11.     CO-OPTION: The Committee has the power to co-opt members onto the Committee to assist with whatever projects the Committee sees fit. Co-opted members will not have a vote at Committee.

12.     MEETINGS OF COMMITTEE:  The Committee shall meet whenever summoned by the Secretary who may convene a meeting of his own accord, or shall do so by the direction of the Chairman, or on a requisition signed by a quorum of the Committee. The Committee shall meet no less than four times per annum including the Annual General Meeting.

13.     AGENDA OF COMMITTEE:  If a Club Member wishes a matter to be discussed at a Committee Meeting they should either contact the Secretary or ask a Committee Member to raise it as an agenda item on their behalf.  The Secretary, in consultation with the Chair has the right not to accept the agenda item if they feel it is inappropriate for any reason.  A copy of the meeting agenda will be sent to each Current Committee Member at least five (5) days prior to the meeting but non-receipt of the agenda by any party will not invalidate the proceedings. Business not included on the agenda will not be discussed unless a majority of Committee Members present arein favour of doing so.

14.     VOTING AT COMMITTEE MEETINGS:  Each member present at a Committee meeting shall be entitled to exercise one vote. In the case of a Committee member holding more than one post he may only exercise one vote. The Chairman shall not vote except in the exercise of a casting vote. Voting shall normally be by show of hands. The Committee shall vote by ballot if any members present so demand.

15.     ABSENCE FROM COMMITTEE:  Any member of the Committee who absents himself from three consecutive meetings, without sufficient reason in the Committee’s opinion shall be understood to have resigned his position. He may seek re-election at the AGM. Area organisers are not required to attend committee meetings, though may choose to do so. However they are required to submit a short written statement on club activities in their area at least twice per annum.

16.     EXPENSES:  Only Officers and Area Organisers may submit to the Treasurer an expenses claim for stationery, etc. purchased solely for use on Club business. Claims for other items will be considered only at the discretion of the Treasurer, Chairman or Committee. An approved claim form, available from the Treasurer, must be submitted together with receipts attached.  The Committee must agree any Club/Area equipment, major or ‘one-off’ purchases prior to the purchase of such items.  The reimbursement of retrospective expense claims will only be considered in exceptional circumstances.  They are subject to the decision of the Committee who must receive full details and a valid explanation as to why they are being submitted retrospectively. In exceptional circumstances the Treasurer may authorise additional expenditure subject to verbal or written agreement being obtained from at least six (6) club officers.

17.     DUTIES OF SECRETARY:  It shall be the duty of Secretary to prepare agendas and notices of meetings,  to attend in person or by deputy all meetings of the Club and all meetings of the Committee and to take minutes of the proceedings. Such minutes shall be presented for confirmation at the following meeting. Such minutes may be taken by another member of the Committee by agreement.

18.     BANKING:  All Monies of the Club shall be banked by the Treasurer or at his discretion in the name of the Club, and no disbursements shall be made there from except in accordance with the form or forms authorized by the Committee.

19.     ACCEPTANCE OF MEMBERS:  Acceptance of application for membership to the Club shall in the final instance always rest with the Committee acting on the behalf of the Directors, who shall not be obliged to accept any application. Membership of the Club shall continue for the period covered by the current subscription.

20.     SUBSCRIPTION:  The Annual Subscription Rates shall be decided by the Committee and may be reviewed from year to year at the Annual General Meeting.

21.     PAYMENT OF SUBSCRIPTION:  Subscriptions shall be payable after a period of twelve months from the date of payment.

22.     NON PAYMENT:  Any member of the Club who has not paid his subscription within one month of the date on which it became due shall be notified of the fact by the Membership Secretary or Treasurer, and one month thereafter any member who has still failed to pay subscription will be considered to have resigned his membership. No member whose subscription is in arrears shall be able to take part in any activity promoted by the Club.

23.     RESIGNATION:  Any member wishing to resign his membership shall give notice in writing to the Secretary on or before the date on which it is due, otherwise he/she may be liable to pay his subscription for the following year. Also any member ceasing, voluntarily or otherwise, to be a member of the Club shall thereafter cease to have any claim on the property of the Club or to enjoy any of the privileges of membership, but he shall remain liable for the payment of any debts due to the Club from him.

24.     ANNUAL GENERAL MEETING: 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. 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 28 days notice of the holding of the Annual General Meeting. The quorum for the holding of an Annual General Meeting shall be twenty voting members, including proxy voting members. The business of an Annual General Meeting shall be the election of Directors in place of those retiring, the consideration of the balance sheet, the appointment of Auditors and the consideration of special resolutions. 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 3/4 of those entitled to vote, who are present at the meeting or who have cast a proxy vote. All business at an Annual General Meeting shall be conducted in accordance with the requirements and provisions of the Articles of Association. An alteration to the Club Rules may be made at the Annual General Meeting providing the said alteration is on the Agenda and is passed by at least 2/3 of those entitled to vote, who are present at the meeting or who have cast a proxy vote.

25.     EXTRA-ORDINARY GENERAL MEETING:  A special General Meeting may be convened by direction of the Committee, or on a requisition to the Secretary stating the business for which the Extraordinary General Meeting is required and signed by not less than 20 members. At least 28 days notice of all general meetings shall be given, but the non-receipt of such notice by any member shall not invalidate the proceedings.

26.     AGENDA FOR AGM/EGM:  When members wish a matter to be discussed at a general meeting the text of such matter signed by at least two members shall be sent to the Secretary at least 28 days before the date of such meeting so that it may be included on the agenda. A copy of the agenda shall be sent to each member at least 5 days prior to the meeting, but the fact that any member has not received a copy of the agenda shall not invalidate the proceedings. No business which is not included on the Agenda shall be discussed at the meeting unless every member present is in favour thereof. Should the proposer of any motion fail to move a resolution in respect of the relevant item on the Agenda then any other member shall be entitled to so.

27.     VOTING AT AGM/EGM:  Only those whose application has been accepted shall be eligible to vote at any General Meeting. Every person with a right to be present may exercise one vote. Husbands and wives or any other jointly paying one subscription shall each have one vote, up to two votes per membership number. The Chairman shall not vote except in the exercise of a casting vote. At all general meetings, except as provided in Rule 24, a majority of votes decides a resolution.

28.     RIGHT TO BE PRESENT:  No one can take part in general meetings unless he has had his application accepted and has paid his subscription according to these rules.

29.     OBSERVANCE AND INTERPRETATION OF RULES:  Every member binds himself to abide by the rules of the Club, and also by any modifications thereof made in conformity with such rules, and also to accept as final and binding the decision of the Committee in all cases of dispute or disagreement as to the interpretation of these rules.

30.     COMPLAINTS PROCEDURE: Any complaint of misconduct against a Member should be made in writing to the Chairman or a Director. Such complaint must indicate who has made the complaint and the nature of it. Misconduct means:- a) failure to observe the Rules, Byelaws and or the terms of Club Policy Documents. b) conduct likely to bring the Club into disrepute. The recipient of the complaint should acknowledge receipt of the complaint within 5 working days and will appoint a member of the Committee, not associated with the complaint, to conduct a preliminary investigation with a view to determining whether it is a complaint which warrants a full investigation and consideration by the Committee. The purpose of this preliminary investigation is to exclude complaints which are frivolous or unsupported by any reliable information or which fall outside the remit of the Club. The investigating Committee Member will aim to complete his preliminary investigation within 15 days of receipt. He will then decide either that the complaint warrants consideration by the Committee or that it does not. The investigating Committee Member will communicate his decision to the complainant and the Chairman or Director and in cases where they decides not to refer the complaint to the Committee they will provide the complainant with a brief statement of the reasons for their decision. Should they decide that the complaint should be considered by the Committee, they will inform the Chairman who will inform the Member concerned in writing of the complaint. They will convene a meeting of the Committee giving at least 10 working days notice and will invite the Member being the subject of the complaint and the investigating Committee Member to make such oral or written representations as they see fit to the meeting. The investigating Committee Member will not participate or vote on the Committee’s deliberations or decision. The Committee may decide to:- a) not uphold the complaint, b) uphold the complaint and expel the Member concerned or suspend membership for a specified period, c) or take other appropriate action.

31.     LIABILITY: 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 five pounds 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 five pounds per member. All matters relating to the winding up of the Club shall be conducted in accordance with the Articles of Association.

32.     COPIES OF RULES:  Every member shall be furnished with a copy of the Club Rules and Regulations on acceptance.

33.     DISSOLUTION:  The Club may be dissolved by a special General Meeting convened by direction of the Directors, or on the requisition of the majority of the members. If the resolution of dissolution be duly passed, the Committee shall forthwith liquidate the affairs of the Club, and if there be any surplus assets on realisation, these shall be disposed of at the discretion of the Directors. This is subject to the Articles of Association.

34.     HE AND SHE:  Reference to members as ‘he’ and ‘his’ shall in all cases be taken to refer to members of either sex in the interpretation of these rules.

Eric Leuzinger – Chairman

Approved by the Annual General Meeting August 13^th 2006.