Membership Agreement

The Railton Owners Club Limited
A Private Company Limited by Guarantee
MEMBERS’ AGREEMENT
1 Name and address
The Club shall be called The Railton Owners Club (“the Club”); the Registered Office of the Club is situated at Abberley
Cottage, 7 Dowles Road, Bewdley, Worcestershire DY12 2EJ.
2 Objectives
The main objective of the Club is to unite all owners of Railton, Brough Superior, Essex, Terraplane and Hudson cars in
social and competitive activities and to assist them in preserving their cars by all available means, including the provision of
a spares scheme and other technical assistance.
3 Membership
3.1 All members will be subject to the Rules which are available on request to the Committee by any member or
applicant for membership.
3.2 By applying for membership, a person accepts that, once the Committee accepts his/her application, the Rules will
apply to him/her and will form a binding agreement between him/her and all other members.
3.3 Subject to Clause 3.4, membership is open to anyone over the age of 18 years. The Committee may from time to
time resolve that the total membership at any one time will be limited to such number as it decides.
3.4 Applications for membership must be in writing and submitted to the Secretary who, if satisfied that the applicant
is over the age of 18 years, will decide in his absolute discretion whether to accept him/her as a member, subject
to complying with Clause 4.
3.5 The Secretary will on receipt of an application for membership notify the applicant whether his/her application
has been accepted and, if it has been accepted, also state that membership is subject to the Rules and that the date
on which he/she has become a member is the date of acceptance of his/her application.
3.6 A register of members shall be kept by the Committee. The Committee may, in its absolute discretion, appoint any
suitable applicant as an Associate Member. An Associate Member will have no voting rights at A.G.M.s, and no
access to the Club spares scheme. The Committee may also appoint Honorary Members and Life Members who
are either long-term servants of the Club, or dignitaries, or both.
3.7 Any member may resign at any time by giving notice in writing to the Secretary.
3.8 If the Committee concludes that any member is in breach of any of the Rules or has behaved in a manner it
considers unsociable or detrimental to the enjoyment and safety of other members, or likely to bring the Club into
disrepute or cause substantial prejudice to it, the Committee may resolve to suspend or withdraw his/her
membership. It will give him/her at least 7 days prior notice of its intent, of the complaints against him/her, and
the date and time of the Committee meeting at which he/she may explain his/her conduct or speak in his/her
own defence, before it makes its decision about suspension or withdrawal of membership. It will not consider any
appeal against its decision.
3.9 If the Committee concludes that any Director or Committee Member is incapacitated or physically incapable of
acting in the position of Director or Committee Member, he/she will be requested to resign from that position
whilst still remaining a member of the Club. In the absence of his/her consent, the Committee will resolve to
terminate his/her position as Director or Committee Member as the case may be.
3.10 Any member who has not paid his/her membership fees within one calendar month of them becoming due shall
forfeit his/her membership.
4 Equality
4.1 Subject to Clause 3 above, membership shall be open to anyone regardless of any of the following characteristics:
sex, sexual orientation, gender reassignment, marital status, civil partnership, pregnancy, age, disability, nationality,
race, colour, ethnicity, religion, political belief, or other beliefs.
4.2 The Club is fully committed to the principles of equality of opportunity and is responsible for ensuring that no
member, employee, or job applicant, receives less favourable treatment on the grounds of any such characteristic.
4.3 Any discriminatory conduct or harassment by any member against any other member, or against any employee or
job applicant on the grounds of any such characteristic may be treated by the Committee as gross misconduct
resulting in it immediately excluding from the Club’s premises and activities the member guilty of such conduct or
harassment and, in accordance with Clause 3.8, termination of his/her membership.
5 Membership fees
The membership fees will be payable by each member at the rate and intervals set for all members by the Committee from
time to time.
6 Management Committee
6.1 The Club shall have a Committee, appointed in terms of Article 6 of the Articles of Association, whose role is to:
6.1.1 have general conduct of the Club and its affairs and activities, on behalf of the members;
6.1.2 keep accounts, make them available for reasonable inspection by members, and have them examined;
6.1.3 maintain a bank current account for the Club;
6.1.4 pursuant to Clauses 3.8, 3.9 and 4.3, take action to exclude any member or suspend or terminate membership
of any member; and
6.1.5 make rules or regulations applicable to all members consistent with this constitution to regulate the Club and
its activities which, together with this Membership Agreement, form the Rules; and
6.1.6 employ any staff it deems necessary.
6.2 The Committee shall consist of a maximum of 7 members and a minimum of 3 members, 2 of whom should be
Directors.
The following Members shall be appointed as Committee Members:

Chairman & Director (Michael George Jarvis)
Secretary & Director (Maxim Kenelm Joseph Hunt)
Treasurer (Vacant)
Member (Neil Thorp)
Member (John Dyson)
Member (Mike Stenhouse)
Member (Toby Sharp)
6.3 The term of office of a Committee Member shall be from election or appointment until retirement at an A.G.M.,
resignation, death, or removal pursuant to Clause 12.
6.4 In the event of any of the above positions as Committee Members becoming vacant due to resignation, death or
removal, a replacement who is eligible may be appointed by the Committee at a Committee meeting to serve until
retirement, resignation, death or removal.
7 Committee meetings
7.1 Meetings of the Committee will be convened by the Secretary or Chairperson.
7.2 The Committee shall meet as often as required by the business to be transacted, but at least once per year.
7.3 Special additional meetings may be called by the Chairperson or by not less than two other Officers.
7.4 The quorum for a Committee meeting is three Committee Members (two of whom must be Directors) without
which no decisions can be taken.
7.5 The Committee may make decisions on the basis of a simple majority vote of those Committee Members present
except that where such decision is to suspend or withdraw membership from a member pursuant to Clause 3.8 or
exclude a member pursuant to Clause 4.3 or appoint a Committee Member pursuant to Clause 6.4, a two thirds
majority vote of those Committee Members present is required and the quorum to be present for that vote shall
be four.
7.6 In the case of equal votes, the Chairperson shall be entitled to an additional casting vote.
7.7 Decisions may be in the form of a secret ballot if requested by any Committee Member.
7.8 Minutes of all proceedings of the Committee must be taken and must be open to inspection by any member of
the Club on application to the Secretary.
8 Committee – Miscellaneous
8.1 No Committee Member shall receive remuneration from the Club in money or money’s worth with the exception
of out-of-pocket expenses.
8.2 The following Committee Members shall be authorised to sign Club cheques: two from the Chairperson, Treasurer
or Secretary.
8.3 A person shall only be eligible to hold office as a Committee Member if he/she is a member of the Club, and shall
automatically cease to hold that office if he/she ceases to be a member.
9 Annual General Meetings
9.1 An A.G.M. of members must be held in every year not more than 15 months after the previous A.G.M.
9.2 The Secretary shall give not less than 21 clear days’ written notice of the A.G.M. to all members, such notice to be
by any means resolved for that purpose by the Committee from time to time.
9.3 The Secretary shall include a copy of the agenda for the A.G.M. as part of the notice of A.G.M.
9.4 Nominations by members for elections of Committee Members shall be sent to the Secretary at least 14 days prior
to the A.G.M. and must be seconded by another member. In the absence of nominations prior to the A.G.M.,
nominations may be taken from the floor. All nominations must have the written consent of the nominee.
9.5 Members must advise the Secretary in writing of any business to be considered at the A.G.M. at least 14 days
before the date of the A.G.M.
9.6 The business of the A.G.M. shall be to:
9.6.1 Confirm the minutes of the previous A.G.M. and any other General Meetings held since the last A.G.M.;
9.6.2 Receive the examined accounts from the Secretary;
9.6.3 Receive the annual report of the Committee from the Secretary;
9.6.4 Elect an accounts examiner;
9.6.5 Elect the Officers (i.e. Chairperson, Secretary, Treasurer, and other Officers);
9.6.6 Remove any Committee Members;
9.6.7 Transact such other business received in writing by the Secretary in accordance with Clause 9.5 from members
and included on the agenda; and
9.6.8 Transact such other business, except any business for which a Special General Meeting is required, which the
Chairperson in his/her discretion admits with the common consent of the meeting.
9.7 At all A.G.M.s and other General Meetings the chair will be taken by the Chairperson, or, in his/her absence, by a
deputy appointed by the members attending the meeting.
9.8 All members shall have the right to vote at the A.G.M., and each member shall be entitled to one vote on any
separate issue at an A.G.M.
9.9 Every matter to be decided by members at an A.G.M., except where this Members’ Agreement provides otherwise,
shall be determined by a simple majority of members present and voting. An abstention shall be recorded but shall
not count as a vote.
9.10 In the case of equal votes at an A.G.M. the chair of the meeting shall have a second and casting vote. Alternatively
in his/her discretion the chair may direct a written poll.
9.11 Minutes of all A.G.M.s and other General Meetings shall be kept and formally adopted.
10 Special General Meetings
10.1 A Special General Meeting may be held to deal with any special matter which the Committee or any members
wishes to place before the Club, including any alteration of this constitution, removal of any Committee Member,
or dissolution of the Club.
10.2 A Special General Meeting may be convened at any time by the Committee or on receipt by the Secretary of a
request in writing from not less than 25% of the membership.
10.3 Subject to Clauses 11 and 12, notices and procedures for Special General Meetings will be the same as an A.G.M.
11 Voting at General Meetings
The requirement for a quorum at a General Meeting shall be 6 members.
11.1 At an A.G.M., resolutions may be approved by either 25% of the members present or 4 members, whichever
number is greater and
11.1.1 That number shall include at least 2 Committee Members (of whom at least 1 is the Chairperson or Secretary);
11.1.2 At a Special General Meeting, subject to Clause 11.2, voting shall be the same as for an A.G.M.
11.2 Where a Special General Meeting [or A.G.M.] considers a resolution for:
11.2.1 Removal of any Committee Member, the resolution may be approved by either six members or 30% of the
members present, whichever number is greater;
11.2.2 Alteration of this constitution, the resolution may be approved by either six members or 30% of the members
present, whichever number is greater and
11.2.3 Dissolution of the Club, the resolution may be approved by either six members or 50% of the members
present, whichever number is greater.
12 Removal of Officers, alterations to this constitution, and dissolution of the Club
An Officer may be removed from the Committee, or this constitution may be altered, or the Club may be dissolved, by a
resolution at a Special General Meeting or at an A.G.M. but not otherwise. The following, together with Clause 11.2, shall
apply to any proposal to pass such a resolution:
12.1 Within 7 clear days after receipt by the Secretary of the proposal, the Secretary shall give not less than 21 clear days
and not more than 35 clear days written notice of the meeting;
12.2 It must be proposed by a member and must be seconded by another member;
12.3 It shall only be passed if those voting in favour are at least two thirds of those members present and voting; and
12.4 In the case of equal votes, the chair of the meeting shall have a second and casting vote.
13 Attendance at and Participation in Meetings
In determining whether Members, Committee Members or Directors are participating in any meeting (whether it be a
Committee Meeting; a General Meeting; a Special General Meeting or an Annual General Meeting) it is irrelevant where
any attendee is or how attendees communicate with each other. If all the persons participating in a meeting are not in the
same place, they may decide that the meeting is to be treated as taking place wherever any of them is. Any meeting of the
Club may therefore be in the form of a virtual meeting and held with attendees situated in different locations but
connected by telephone or other virtual e-conference meeting format.
14 Conflict with the Articles
Insofar as any provision of this Members’ Agreement shall conflict with any provisions of the Articles the provisions of
this Agreement shall prevail. If any member shall so require the Committee shall procure that the Articles are amended to
agree with the provisions hereof.
15 Accounts and examination of accounts
15.1 The Committee must keep accurate accounts of the finances of the Club through the Secretary.
15.2 As soon as practicable after the end of the financial year and before every A.G.M. the accounts must be examined
by two members who are not Officers. They must be appointed at each A.G.M. to act for the following year
16 Property and funds of the Club, and dissolution
16.1 At all times up to and including dissolution of the Club except as provided by Clause 16.3 in the case of division
of assets amongst members on dissolution:
16.1.1 In no circumstances may any property or funds of the Club or any income or profit earned by the Club be
paid to or received by any member or be used for the direct or indirect private benefit of any member; and
16.1.2 The property and funds and all surplus income or profits of the Club shall be used or reinvested only to
further the objects of the Club.
16.2 If a resolution is passed to dissolve the Club, thereupon or on such date as is specified in the resolution, the
Committee shall proceed to realise the assets of the Club and discharge all debts and liabilities of the Club.
16.3 After discharging all debts and liabilities of the Club pursuant to Clause 16.2, the remaining assets shall be divided
equally amongst all of the members and on completion of the division the Club will be dissolved.
Indemnity
17.1. Except as provided in clause 17.2, each Officer and each other member shall be entitled to be indemnified by the
Club to the extent of those of its assets which may lawfully be so applied against all costs, expenses and liabilities
whatsoever reasonably incurred by such person in the proper execution and discharge of duties undertaken on
behalf of the Club.
17.2. No Officer or other member shall be entitled to be indemnified in accordance with clause 17.1 in any case where
the costs, expenses and liabilities arise in connection with any negligence, default, breach of duty or breach of trust
by that Officer or other member or where his/her purported discharge of duties has not been properly authorised
by the Committee.
Definitions
In this Agreement
“member” means any person accepted as a member by the Committee for so long as he/she remains a member
according to this Agreement;
“Committee” means a management committee comprising those members who are Officers from time to time;
“A.G.M.” means an Annual General Meeting;
“Officer” means an individual appointed or elected as such pursuant to this constitution; and
“the Rules” means the provisions of this constitution as supplemented by any rules or regulations made from time to
time by the Committee;
“Director” means any member or Committee Member who is also appointed as a Director of The Railton Owners Club
Limited under the Companies Act 2006 and registered as a Director at Companies House.