AND NOT HAVING A SHARE CAPITAL
ARTICLES OF ASSOCIATION
THE ASSOCIATION OF TRACK DAY ORGANISERS LIMITED
(Incorporated 7th February 2002).
1. Regulations 2 to 35 inclusive, 54, 55, 57, 59, 102 to 108 inclusive, 110, 114, 116 and 117 of Table A, shall not apply to the Company but the Articles hereinafter contained and, subject to any modifications hereinafter expressed, the remaining regulations of Table A, as amended by Table C, shall be the Articles of Association of the Company.
2.1 In these Articles :
“The Act” means the Companies Act 1985 including any statutory modification or re-enactment thereof for the time being in force.
“The Articles” means the Articles of Association of the Company for the time being in force.
“Associate Members” means persons other than organisers of Track Days who are interested in the industry and who have been admitted as Associate Members.
“Association Secretary” means a person appointed to administer the association and its meetings.
“Chairman” means the Chairman of the Company appointed in accordance with Article 11.1.
“Clear days” means in relation to the period of a notice 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.
“Code of Conduct” means the rules governing Members when organising Track Days as set by the Company from time to time.
“Company” means the Association of Track Day Organisers Limited.
“Company Secretary” means a person appointed to fulfil that legal function.
“Directors” means the directors of the Company.
“Executed” includes any mode of execution
“Members” means organisers of Track Days who have been admitted as Members.
“Office” means the registered office of the Company.
“Prospective Associate means any person other than a Track Day organiser Member” who is interested in the industry and who is being
actively considered for associate membership.
“Prospective Member” means any organiser of Track Days who is being actively considered for membership.
“Rules” means administrative and other rules governing the conduct of the Company, the Directors and the Members and Associate Members not forming part of the Code of Conduct.
“Track Day” means an event at a motorsport venue at which customers or members or invitees of the organiser are permitted (whether for payment or otherwise) to use motor cars or motorcycles or other track vehicles whether owned by them or provided for their use.
3. Members and Associate Members
3.1 The members of the Company shall be the subscribers to the Memorandum of Association of the Company and these persons and organisations who are the members of the unincorporated association, the Association of Track Day Organisers, on the date of incorporation of the Company.
3.2 Organisers of Track Days which on the invitation of the Directors apply for membership to the Company shall be eligible for admission as a Member in accordance with the provisions of this Article.
3.3 Any persons fulfilling the criteria for Associate Member which on the invitation of the Directors apply for membership to the Company shall be eligible for admission as Associate Members in accordance with the provisions of this Article.
3.4 Upon admission as a Member or Associate Member, the Member or Associate Member agrees to comply with the Code of Conduct and the Rules.
3.5 Admission to membership of the Company shall be by resolution of the Directors after due consideration of any objections raised pursuant to Article 3.7.
3.6 The Company shall give to each Member and Associate Member not less than 14 days’ notice of the intention to propose at any meeting of the Directors a resolution approving an invitation to a Prospective Member or Prospective Associate Member to apply to become a Member or Associate Member. Such notice should state the name and address of the Prospective Member or Prospective Associate Member and such other information as the Directors decide is appropriate.
3.7 Any Member or Associate Member may object in writing to the Company to the issuing of an invitation to a Prospective Member or Prospective Associate Member within 10 days of receipt of such notice stating the grounds of such objection and such objection shall be considered by the Directors.
3.8 If the Directors shall propose to issue an invitation to a Prospective Member or Prospective Associate Member notwithstanding an objection made by a Member or Associate Member (“the Objecting Member or Objecting Associate Member”) pursuant to Article 3.7 the Company secretary shall give notice to the Objecting Member or Objecting Associate Member stating the reasons for the Directors’ proposal. The Objecting Member or Objecting Associate Member shall be entitled within 10 days of the date of such notice to respond to the Directors’ proposal either in writing or at the option of the Objecting Member or Objecting Associate Member personally to the Directors at a meeting convened for that purpose. The Directors shall not issue an invitation to the Prospective Member or Prospective Associate Member until it has considered the response of the Objecting Member or Objecting Associate Member and decided that it is in the interest of the Company to issue an invitation notwithstanding the objections.
4.1 Each Member and Associate Member shall pay an annual subscription to the Company. The amount to be paid and the dates upon which such payment is to be made will be as determined by the Directors from time to time.
4.2 There will be no reimbursement of subscription fees in the event of a Member or Associate Member ceasing membership.
5. Termination of Membership
5.1 A Member or Associate Member may terminate membership by giving not less than 4 weeks written notice of termination to the Company.
5.2 A Member or Associate Member may be disqualified from continuing as a Member or Associate Member in any of the following circumstances:
5.2.1 If any subscription or any other monies due to the Company from or in respect of the Member or Associate Member shall remain outstanding for more than three months after the Company has given written notice to the Member or Associate Member demanding payment.
5.2.2 If any Member or Associate Member shall be guilty of any conduct which in the opinion of the Directors shall be injurious to the Company any of its Members or Associate Members or any firm company or person with whom the Company is substantially associated including failure to comply with the Code of Conduct or the Rules.
5.2.3 If the nature of the Member’s or Associate Member’s business so changes that in the opinion of the Directors it is no longer consistent with the interests of the Company that the Member or Associate Member should continue to be a Member or Associate Member.
5.3 Any disqualification under Article 5.2 shall be notified by the Company to the Member or Associate Member in writing and shall have the effect of terminating the membership of the Member or Associate Member as the case may be on the date on which such notice is given.
5.4 Any disualification under Article 5.2.1 shall be effected by notice from the Association Secretary to the Member or Associate Member which notice shall not be served without the approval of the Directors.
5.5 Any disqualification under Articles 5.2.2 or 5.2.3 shall be effected by notice from the Association Secretary to the Member or Associate Member which notice shall not be served unless approved by resolution of the Company in a general meeting.
5.6 The Directors must give not less than 14 days notice of their intention to propose a resolution pursuant to Articles 5.2.2 or 5.2.3 to the Member or Associate Member. The notice must state the disqualification proposed and the ground or grounds on
which such a disqualification is proposed. The Member or Associate Member concerned shall be entitled to make representation in person or in writing to the meeting of the Directors at which such resolution is proposed. No such resolution shall be passed without the consent of not less than two thirds of the Directors present at the meeting at which the resolution is proposed.
6. General Meetings
6.1 The Directors shall in each calendar year hold an annual general meeting of the Members and Associate Members (other than the year in which the Company is incorporated) at such time and place as may be determined by the Directors provided that not more than 15 months shall elapse between the date of one annual general meeting and the next.
6.2 All general meetings other than annual general meetings shall be called extraordinary general meetings.
6.3 The Directors may call extraordinary general meetings and on the requisition of Members pursuant to the provisions of the Act shall forthwith proceed to convene an extraordinary general meeting for a date not later than 8 weeks after receipt of the requisition.
7. Notice of General Meetings
7.1 Any annual general meeting or extraordinary general meeting shall be called by at least 21 Clear Days’ notice but an annual general meeting or extraordinary general meeting may be called by shorter notice if it is so agreed:
7.1.1 In the case of an annual general meeting by all the Members entitled to attend and vote thereat; and
7.1.2 In the case of any other meeting by a majority in number of the Members having a right to attend and vote being a majority together holding not less than ninety-five per cent of the total voting rights at the meeting of all the Members.
7.2 The notice shall specify the time and place of the meeting and the general nature of the business to be transacted and, in the case of an annual general meeting, shall specify the meeting as such.
7.3 The notice shall be given to all Members and Associate Members and to the Directors and the auditors (if any).
7.4 The accidental omission to give notice of a meeting to, or the non-receipt of a
notice by, any person entitled to receive notice shall not invalidate the proceedings at that meeting.
8. Proceedings at General Meetings
8.1 No business shall be transacted at any meeting unless a quorum is present. Two persons entitled to vote upon the business to be transacted, each being a Member, an authorised representative of a Member or a proxy for the Member shall be a quorum.
8.2 If such quorum is not present within half an hour from the time appointed for the meeting, or if during a meeting such a quorum ceases to be present, the meeting shall stand to be adjourned to the same day in the next week at the same time and place or to such time and place as the Directors may determine.
8.3 The Chairman shall preside as chairman of the meeting but if the Chairman is not present within 15 minutes after the time appointed for holding the meeting, the Directors present shall elect one of their number to be chairman and, if there is only one Director present and willing to act, he shall be chairman.
8.4 If no Director is willing to act as chairman, or if no Director is present within 15 minutes after the time appointed for holding the meeting, the Members present and entitled to vote shall choose one of their number to be chairman.
8.5 The chairman may, with the consent of a 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 an adjourned meeting other than business which might properly have been transacted at the meeting had the adjournment not take place. When a meeting is adjourned for 14 days or more, at least 7 Clear Days’ notice shall be given specifying the time and place of the adjourned meeting and the general nature of the business to be transacted. Otherwise it shall not be necessary to give any such notice.
8.6 A resolution put to the vote of a meeting shall be decided on a show of hands.
8.7 Associate Members shall be entitled to notices of and to attend at meetings of the Company but shall not be entitled to vote nor count towards a quorum for the purposes of Article 8.1.
8.8 A declaration by the chairman that a resolution has been carried or carried unanimously, or by a particular majority, or lost, or not carried by a particular majority and an entry to that effect in the minutes of the meeting shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.
8.9 In the case of an equality of votes, the chairman shall not be entitled to a casting vote in addition to any other vote he may have.
8.10 A resolution in writing executed by or on behalf of each Member who would have been entitled to vote upon it if it had been proposed at a general meeting at which he was present shall be as effectual as if it had been passed at a general meeting duly convened and held and may consist of several instruments in the like form each executed by or on behalf of one or more Members.
9. Numbers of Directors
9.1 Unless otherwise determined by ordinary resolution, the number of Directors shall not be subject to any maximum but shall be not less than four.
9.2 Directors are not required to be Members, Associate Members or representatives of either.
10. Powers and Duties of Directors
10.1 Subject to the provisions of the Act, the Memorandum and the Articles the business of the Company shall be managed by the Directors in accordance with the Rules and the requirements of the Members and Associate Members as advised to the Directors at general meetings.
10.2 No alteration of the Memorandum or Articles and no such direction shall invalidate any prior act of the Directors which would have been valid if that alteration had not been made or that direction had not been given.
10.3 The Company Secretary shall be appointed by the Directors from time to time.
11. Appointment and retirement of Directors
11.1 Members may appoint at an annual general meeting or extraordinary general meeting any person who is willing to act to be a Director, either to fill a vacancy or as an additional Director, provided that the appointment does not cause the number of Directors to exceed any number fixed by or in accordance with the Articles as the maximum numbers of Directors and shall also decide which of the Directors is to be appointed to which of the following offices and the period for which such offices are to be held:
11.1.2 Vice Chairman
11.1.4 Association Secretary
11.2 In default of any contrary indication a Director so appointed under Article 11.1 shall hold office until the conclusion of the second annual general meeting following the meeting at which the Director is appointed.
11.3 The Directors may appoint any person who is willing to act as a Director, either to fill a vacancy or as an additional Director, provided that the appointment does not cause the number of Directors to exceed any number fixed by or in accordance with the Articles as the maximum number of Directors. A Director so appointed shall hold office only until the next following annual general meeting or extraordinary general meeting, whichever is the sooner. If not re-appointed at such annual general meeting or extraordinary general meeting he shall vacate office at the conclusion thereof.
12. Disqualification and removal of Directors
12.1 The office of a Director shall be vacated if:
12.1.1 he ceases to be a Director by virtue of any provision of the Act or he becomes prohibited by law from being a director; or,
12.1.2 he becomes bankrupt or makes any arrangement or composition with his creditors generally; or
12.1.3 he is, or may be, suffering from mental disorder; or
12.1.4 he resigns his office by notice to the Company.
13. Proceedings of Directors
13.1 Subject to the provisions of the Articles, the Directors may regulate their proceedings as they think fit. A Director may, and the Association Secretary at the request of a Director shall, call a meeting of Directors. Questions arising at a meeting shall be decided by a majority of votes.
13.2 The quorum for the transaction of the business of the Directors may be fixed by the Directors and unless so fixed at any other number shall be two or, in the event that there are less than two Directors of the Company at any time one Director shall be the quorum.
13.3 All acts done by a meeting of Directors or by a person acting as a Director shall, notwithstanding that it be afterwards discovered that there was a defect in the appointment of any Director and that any of them were disqualified from holding office, or had vacated office, or were not entitled to vote, be as valid as if every such person had been duly appointed and was qualified and had continued to be a Director and had been entitled to vote.
13.4 A resolution in writing signed by all the Directors entitled to receive notice of a meeting of Directors shall be as valid and effectual as if it has been passed at meeting of Directors.
13.5 Provided that he has disclosed to the Directors the nature and extent of any material interest of his a Director may vote, at any meeting of the Directors, on any resolution, notwithstanding that it in any way concerns or relates to a matter in which he has, directly or indirectly, any kind of interest whatsoever, and if he shall vote on any resolution as aforesaid his vote shall be counted; and in relation to any such resolution as aforesaid he shall (whether or not he shall vote on the same) be taken into account in calculating the quorum present at the meeting.
14. Directors’ Remuneration
The Directors are not entitled to receive any remuneration from the Company but may be paid all travelling and other expenses properly incurred by them in connection with their attendance at meetings of Directors or general meetings or otherwise in connection with the discharge of their duties to the Company.
14.2 A Director, acting as a person engaged in a profession, shall be entitled to all normal professional or other fees for business done, services rendered or time spent by such Director personally or by such Director’s firm or company in connection with the Company.
15. Code of Conduct and Rules
15.1 The Code of Conduct shall be that code accepted by the Company in general
meeting from time to time.
15.2 The Rules shall be those rules set by the Directors, promulgated to the Members and Associate Members and not disapproved by any subsequent general meeting.
16.1 The Directors shall cause minutes to be made in books kept for the purposes:
16.1.1 of all appointments of officers made by the
Members and Directors; and
16.1.2 of all proceedings at meetings of the Company and of the Directors, including the names of the Directors present at each such meeting.
All Members and Associate Members shall have the right to inspect any accounting records or other books or documents of the Company.
Motorcycle Folly Limited
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Up To Speed Limited
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