The Official Volvo Enthusiasts Club | The Club for all Classic Volvo Owners

23.4 A Member present in person at any meeting of the Club shall be deemed to have received notice of the meeting and of the purposes for which it was called.

23.5

23.5.1 Proof that an envelope containing a notice was properly addressed, prepaid and posted shall be conclusive evidence that the notice was given.

23.5.2 Proof that an electronic form of notice was given shall be conclusive where the company can demonstrate that it was properly addressed and sent, in accordance with section 1147 of the Company Act 2006.

23.5.3 In accordance with section 1147 of the Companies Act 2006 notice shall be deemed to be given:

(i) 48 hours after the envelope containing it was posted; or

(ii) In the case of an electronic form of communication, 48 hours after it was sent.

21.4 The Committee shall cause to be prepared and laid before the Club at each annual general meeting such income and expenditure accounts, balance sheets and reports as are required by the Act . The Committee shall ensure that any such documents are reviewed as provided by the Act and that any review is attached to the relevant documents and accounts.

21.5 A copy of every balance sheet including any documents required by law to be annexed thereto which is to be laid before the Club in annual general meeting together with a copy of any accountants or Auditors report (as applicable) shall not less than 21 days before the date of the meeting be sent to all Members of the Club.

22. Indemnity

Subject to the provisions of the Act but without prejudice to any indemnity to which a Member of the Committee may otherwise be entitled every Member of the Committee or other officer of the Club shall be indemnified out of the assets of the Club against any liability incurred by him in defending any proceedings whether civil or criminal in which judgement is given in his favour or in which he is acquitted or in connection with any application in which relief is granted to him by the Court from liability for negligence, default, breach of duty or breach of trust in relation to the affairs of the Club.

23. Means of communication to be used

23.1

23.1.1 Subject to the articles, anything sent or supplied by or to the Club under the articles may be sent or supplied in any way in which the Companies Act 2006 provides for documents or information which are authorised or required by any provision of that Act to be sent or supplied by or to the charity.

23.1.2 Subject to the articles, any notice or document to be sent or supplied to a director in connection with the taking of decisions by directors may also be sent or supplied by the means by which that director has asked to be sent or supplied with such notices or documents for the time being.

23.2 Any notice to be given to or by any person pursuant to the articles:

23.2.1 Must be in writing; or

23.2.2 Must be given in electronic form.

23.3

23.3.1 The Club may give any notice to a member either;

(i) Personally; or

(ii) By sending it by post in a prepaid envelope addressed to the member at his or her address; or

(iii) By leaving it at the address of the member; or

(iv) By giving it in electronic form to the member’s address.

23.3.2 A member who does not register an address with the Club or who registers only a postal address that is not within the United Kingdom shall not be entitled to receive any notice from the Club.

19.8 A resolution in writing signed by all Members of the Committee entitled to receive notice of a meeting of the Committee or of a sub-committee of the Committee shall be valid and effectual as if it had been passed at a meeting of the Committee (or as the case may be) the sub-committee of the Committee duly convened and held and may consist of several documents in like form each signed by one or more Members of the Committee or (as the

case may be) sub-committee. At the request of not less than one third of the Committee the Secretary shall at any time summon a meeting of the Committee by notice served upon all members of the Committee.

19.9 All acts bona fide done by any Meeting of the Committee or of any sub-committee of the Committee or by any person acting as a Member of the Committee or (as the case may be) sub-committee shall, notwithstanding it be afterwards discovered that there was some defect in the appointment of any such Member or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a Member of the Committee or (as the case may be) sub-committee.

19.10 Minutes of all meetings of the Committee and any sub-committee shall be recorded and circulated to all Members of the Committee or sub-committee as the case may be. The

Secretary shall be entitled to be present at any meeting of the Committee or any subcommittee and shall be present if that is requested by any Member present at any such meeting even if the meeting has to be adjourned for that purpose. If any such meeting is held in the absence of the Secretary those Members present shall choose one of their number to record the minutes.

19.11 The Committee shall, subject to the Act, have power from time to time to make, alter and repeal all such by-laws as they may deem necessary or expedient or convenient for the proper conduct and management of the Club, and shall adopt such means as they deem sufficient to bring to the notice of the Members all such by-laws alterations and repeals and all such bylaws so long as they shall be enforced shall be binding upon all Members. Provided nevertheless that no by-law shall be inconsistent with or shall affect or repeal anything contained in the memorandum or articles of association of the Club and that any by-law may be set aside by a special resolution of a general meeting of the Club.

No alterations or additions to these articles shall be made except by resolution carried by a majority of at least two thirds of the members present at a general meeting, notice of which shall have contained particulars of the proposed alterations or additions.

20. Appointment of Secretary

20.1 The Secretary shall be an officer of the club.

21. Accounting

21.1 The Committee must ensure that proper books of account are kept in respect of:

21.1.1 All sums of money received and expended by the Club and the matters in respect of which the receipts and expenditure take place and

21.1.2 The assets and liabilities of the Club.

21.2 The books of account must be kept at the registered office of the Club or such other place or places as the Committee think fit and must always be open to the inspection of the Members of the Committee.

21.3 The Committee shall from time to time determine whether and to what extent and at what times and places and under what conditions and regulations the accounts and books of the Club or any of them are to be opened to the inspection of Members of the Club who are not Members of the Committee.

18.6.2 The Member resigns his office by notice in writing under his hand sent to or left at the registered office of the Club;

18.6.3 He becomes bankrupt or makes any arrangement or composition with his creditors generally;

18.6.4 He be absent from two successive meetings of the Committee without special leave of the Committee or good cause and the Committee resolve that his office be vacated;

18.6.5 He ceases to be a Member of the Committee by virtue of or becomes prohibited from being a Member of the Committee by reason of any order made under any provision of the Act.

19. Powers and proceedings of the Committee

19.1 The Committee may exercise all such powers of the Club as are not by the Act or by these articles required to be exercised by the Club in general meeting. No resolution passed by the Club in general meeting shall invalidate any prior act of the Club which would have been valid if such resolution had not been passed. The general powers given by this article shall not be limited or restricted by any special authority or power given to the Club by any other article.

19.2 The continuing Members of the Committee may act notwithstanding any vacancy in their body provided always that in case the Members of the Committee shall at any time be reduced in number to less than the quorum prescribed by article 19.6 it shall be lawful for them to act as the Committee for the purpose of filling up vacancies in their body or of summoning a general meeting but not for any other purpose.

19.3 The Committee may from time to time by resolution appoint a temporary substitute for the Secretary and any person so appointed shall be deemed during the term of his appointment to be the secretary.

19.4 The Committee may delegate any of its powers to any sub-committee which includes one or more Members of the Committee. The Committee may also delegate to any member of the Committee holding any other executive office any such of their powers as they consider desirable to be exercised by him. Any such delegation may be made subject to any conditions the Committee may impose either collaterally with or to the exclusion of its own powers and may be revoked or altered. Subject to any such conditions, the proceedings of a subcommittee shall be governed by rules and/or bylaws made by the Committee for the conduct of the sub-committee and any directions given to by the Committee from time to time.

19.5 The Committee may meet for the despatch of business, adjourn and otherwise regulate its meetings as it thinks fit. Questions arising in any meetings shall be determined by a majority of votes unless otherwise provided for in these articles and in the case of an equality of votes the chairman of the meeting shall have a second or casting vote. The Secretary will give all Members of the Committee at least 7 days notice of any forthcoming committee meeting.

19.6 The quorum necessary for the transaction of business at Committee Meetings shall be 4 Members of the Committee.

19.7 The Chairman of the Club shall be Chairman of the Committee and shall preside at all meetings of the Committee at which he is present. If the chairman is not present then the President shall preside and if he should also be absent, the Committee Members present at the meeting shall choose one of their number to be chairman of that meeting.

17.2 The Committee may from time to time and at any time appoint any Voting Member as a Member of the Committee either to fill a casual vacancy or by way of addition provided that the maximum number of Committee Members specified in article 17.1 is not thereby exceeded.

17.3 No person who is not a Voting Member of the Club shall in any circumstance be eligible to hold office as a Member of the Committee.

18. Appointment rotation removal and disqualification of members of the Committee

18.1 All Members of the Committee shall be elected at the annual general meeting of the Club and shall hold office until the conclusion of the next following annual general meeting. Subject to article 18.2 all Committee Members may offer themselves for election at the annual general meeting.

18.2 At an annual general meeting, a Committee Member other than the President and the Chairman who has served continuously on the Committee for 25 years from his first election to the Committee shall be ineligible for re-election to the Committee or for co-option to fill a casual vacancy until the next but one annual general meeting. Elections shall be decided by a simple majority on a show of hands. In the event of a tie the chairman shall have the casting vote. In the event of a number of candidates for a post or posts not exceeding the number of vacancies, the candidate [s] shall be deemed elected unopposed and without a vote.

18.3 No Voting Member shall be eligible for election to the Committee at any general meeting unless he has been nominated in writing by a Voting Member and has indicated in writing his willingness to serve on the Committee and both the nomination and the indication of willingness to serve have been received at the registered office of the Club not less than 30 days before the date of the meeting or such other period as may be decided by the Committee such period being published in the club news sheet at least 5 days before the date set for the general meeting.

18.4 Any Voting Member appointed by the Committee in accordance with article 17.2. shall be a Member of the Committee for all purposes as if he had been elected at a general meeting and shall hold office until the conclusion of the next following annual general meeting.

18.5 The Club may, by extraordinary resolution or (subject to the provisions of section 168 of the Act) by ordinary resolution of which special notice has been given in accordance with the Act, remove a Member of the Committee before the expiration of his period of office and may, subject to article 18.4 or to the provisions of section 168 as the case may be, by ordinary resolution appoint another person in his stead.

18.6 The office of a Member of the Committee shall automatically be vacated if:

18.6.1 The Member ceases to be a Voting Member;

16. Proxy voting

16.1 On a poll, votes may be given either personally or by proxy.

16.2 A proxy must be appointed in writing under the hand of the appointor.

16.3 The instrument appointing a proxy must be deposited at the registered office of the Club not less than 48 hours before the time of holding the meeting at which the person named in such instrument proposed to vote.

16.4 Any instrument appointing a proxy must be in the following form:

Volvo Enthusiasts Club 2010-2020 Limited

I, ____________ of ___________being a Voting Member of the above named Club appoint the Chairman of the meeting*

of ____________a Voting Member or failing him___________of___________a Voting Member as my proxy to vote in my name and on my behalf at the Annual/ Extraordinary* General Meeting of the Club to be held on _____________and at any adjournment thereof. This form is to be used in respect of the resolutions mentioned below as follows:

Resolution No1 for/against*

Resolution No.2 for/against *

Unless otherwise instructed, the proxy may vote as he thinks fit or abstain from voting.

* strike out whichever is not desired

SIGNED this ____________day of ____________

17. Committee

17.1 The Club shall be managed by a Committee which shall include the President and the chairman of the Club. Until otherwise determined by the Club in general meeting, the

number of members of the Committee shall not be less than one nor more than 12. All members of the Committee shall be directors of the Club and shall be required to sign a form

of consent to act as a director.

[a] The presentation and [if accepted] the passing of the accounts for the previous financial year ending on the last day of September. Prior to the meeting the accounts shall first be audited by the Club’s auditors.

[b] The election of officers and committee members

[c] Such business that shall have been communicated to the Secretary at least one whole calendar month before the AGM and included in the notice sent by the secretary to the members.

[d] The secretary shall send at least 14 days before a general meeting to each member at their address as recorded in Club records a notice of the meeting stating the time and place of said meeting.

[e] The quorum at any general meeting shall be 10.

9. Extraordinary general meetings

9.1 All general meetings other than annual general meetings shall be called extraordinary general meetings.

9.2 The Committee may, whenever it thinks fit and must, on a requisition made in writing by at least ten percent of Voting Members, convene an extraordinary general meeting.

9.3 Any requisition made by the Members must state the object of the meeting proposed to be called and must be signed by the requisitionists and deposited at the registered office of the Club.

9.4 On receipt of the requisition, the Committee must immediately proceed to convene an extraordinary general meeting.

9.5 If the Committee does not proceed to call a meeting within 21 days from the date of deposit of the requisition, the requisitionists may convene such a meeting .

10. Notice of Meetings

Accidental omission to give notice of any meeting to or non-receipt of such notice by any Member does not invalidate the proceedings at that meeting.

11. Quorum

11.1 No business may be transacted at any meeting unless a quorum is present.

11.2 Save as otherwise provided in these articles 10 Voting Members personally present is a quorum

11.3 If within half an hour from the time appointed for the meeting a quorum of Members is not present, or if during a meeting such a quorum ceases to be present:

11.3.1 If the meeting was convened on the requisition of Members, it must be dissolved;

11.3.2 in any other case the meeting stands adjourned to the same day in the next week at the same time and place or to such time and place as the Committee may determine and, if at the adjourned meeting a quorum of Members is not present within half an hour of the time appointed for the meeting, the Voting Members present may form a quorum.

12. Chairman

12.1 The President of the Club, and failing him the Chairman of the Club, must preside as chairman at every meeting of the Club. The chairman can only serve a term of three consecutive years, and may re-apply for the post of chairman after a twelve month period has elapsed.

12.2 If there is no such chairman, or if at any meeting he is not present within 15 minutes of the time of holding the meeting, the Voting Members present may elect one of their number who is a director to be chairman of the meeting.

12.3 If there is no director present, then the Voting Members may elect any one of their number to be chairman of the meeting.

13. Adjournment

13.1 The chairman may, with the consent of a meeting at which a quorum is present (and must if so directed by the meeting), adjourn the meeting from time to time and from place to place.

13.2 No business may be transacted at any adjourned meeting other than business which might properly have been transacted at the meeting had the adjournment not taken place.

14. Passing of resolutions

14.1 At a general meeting:

14.1.1 a declaration by the chairman that a resolution has been carried, or carried unanimously, or carried by a particular majority, or lost, or not carried by a particular

majority and

14.1.2 An entry to that effect in the book of proceedings of the Club or meeting minutes are

conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution, unless a poll is demanded by the chairman or by at least ten Voting Members

14.2 If a poll is demanded in the above manner, it must be taken in such manner as the chairman directs, and the result of the poll is deemed to be the resolution of the meeting at which the poll was demanded.

15. Voting rights

15.1 Every Member of the Club may attend general meetings of the Club but only Voting Members may vote at such meetings.

15.2 No Member may vote at any meeting unless all the money then due from him to the Club has been paid.

15.3 Every Member of the Club entitled to vote has one vote and no more, except that, in case of equality of votes, the chairman may have a second or casting vote.

6.3.2 Sign and deliver to the Secretary an application for admission framed in such terms as the Committee may from time to time require together with an entrance fee if required for the class in respect of which he desires to become a Member and his first annual subscription.

6.4 The privileges of a Member shall not be transferable. They shall cease on the death of the Member and in the case of a Subscribing Member, on his failure in any year to pay his annual subscription on or before the last day of February in such year. On the death of a Member the widow or widower of the deceased Member may continue in the class of membership of the deceased Member without fee for the remainder of the calendar year in which the Member died. Such widow or widower may thereafter continue as a Member in any appropriate class subject to paying the requisite annual subscription.

6.5 The application of every candidate for membership shall be considered by the Committee which has an absolute right of admitting or refusing any application without explanation. The decision of the Committee as to admission or otherwise shall be communicated to the candidate promptly.

7. Cessation of membership

7.1 Any Member wishing to resign his membership of the Club shall give notice in writing of his intention so to do addressed to the Secretary.

7.2 Any Subscribing Member whose annual subscription is unpaid on the last day of February in any year shall cease to be a Member and shall forfeit all rights in and claims upon the Club and its property but may be reinstated at the discretion of the Committee on payment of all arrears.

7.3 The Committee shall have power to request the resignation of any Member or to determine any membership without explanation but before such power may be executed (but only in the case of this power) the vote of not less than two thirds of those Committee members present and voting shall be required.

7.4 No Member shall on ceasing to be a Member for whatever reason be entitled to a refund in whole or part of any subscription or membership fee paid to the Club.

8. Annual general meeting

8.1 The Club must hold a general meeting in each calendar year as its annual general meeting in addition to any other meeting in that year, and must specify the meeting as the annual general meeting in the notices calling it.

8.2 Not more than 15 months may elapse between the date of one annual general meeting of the Club and that of the next.

8.3 The annual general meeting shall be held at such time and place as the Committee appoints, and the following business shall be conducted:

4.5 To support and subscribe to any charitable or public body and any institution, society or club that may be for the benefit of the Club or ex-employees or may be connected with the principal objects of the Club;

4.6 To establish and support or aid in the establishment and support of any charitable or benevolent associations or institutions and to subscribe or guarantee money for charitable and benevolent purposes in any way connected with the purposes of the Club or calculated to further its objects;

4.7 To invest and deal with the money of the Club not immediately required upon such securities and in such manner as may from time to time be determined;

4.8 To do such things as the directors consider tobe in the best interest of the Club.

5. Application of Income and Property

5.1 The income of the Club from wherever derived shall be applied solely in promoting the objects and no distribution shall be made to its members in cash or otherwise [except on a winding up]. This does not prevent a member receiving reasonable and proper remuneration for any goods or services supplied to the Club.

6. Membership

6.1 Those persons who are Members at the date of the adoption of these articles and such other persons as are admitted to membership in accordance with the articles shall be Members. No person shall be admitted as a Member unless he is approved by the Committee. Members shall be at least 17 years old.

6.2 The Committee shall have the right to create such class or classes of Members as it may from time to time think fit. The classes for the time being shall be set out in the by-laws of the Club and the Members thereof shall have such rights, be subject to such liabilities of a Member and required to pay such annual subscriptions and entrance fees as are from time to time determined by the Committee.

6.3 Any person desiring to be admitted to membership of the Club must:

6.3.1 Be duly proposed and seconded by Voting Members (save that such requirement of proposing and seconding may be waived by the Committee if it sees fit), and

2. Liability of the Members

2.1 The liability of the members is limited.

2.2 Every member of the Club undertakes to contribute such amount (not exceeding £10.00) to the Club’s assets if it is wound up while he is a member or within one year after he ceases to be a member as may be required for payment of the Club’s debts and liabilities contracted before he ceased to be a member and the costs, charges, and expenses of winding up and for the adjustment of the rights of the contributories among themselves.

3. Objects

The Objects for which the Club is established are:

3.1 To acquire and take over all or any part of the assets and liabilities of the present unincorporated body known as The Volvo Enthusiasts Club 2010.

3.2 To encourage the ownership and use of classic vehicles of any age.

3.3 To encourage and promote advice and knowledge among members in order to assist with keeping their vehicles in roadworthy condition.

3.4 To promote regular meetings and events for members

4. Powers

The Club has power to do anything which is calculated to further its objects or is conducive or incidental to doing so. In particular the Club has power:

4.1 To take on purchase, lease or otherwise acquire for the purposes of the Club any estates, lands, buildings, easements or other interests in real estate, and to sell, let or otherwise dispose of or grant rights over any real property belonging to the Club;

4.2 To purchase or otherwise acquire, construct, equip, maintain and adapt any premises and other installations and any plant machinery or other things which may seem necessary or convenient for the purposes of the Club;

4.3 To hire and employ all classes of persons considered necessary for the purposes of the Club and to pay them and other persons in return for services rendered to the Club, salaries, wages, charges and pension;

4.4 To establish, promote or assist in establishing or promoting and to subscribe to or become a member of any other associations or clubs whose objects are similar or in part similar to the objects of the Club or the establishment or promotion of which may be beneficial to the Club provided that no subscription may be paid to any such other association or club out of the funds of the Club except bona fide in furtherance of the objects of the Club;

1. Interpretation

In these articles:

1.1 ‘The Act’ means the Companies Act 2006 including any statutory modifications or re-enactment of it for the time being in force;

1.2 ‘The Club’ means The Volvo Enthusiasts Club 2010-2020 Limited;

1.3 ‘The Committee’ means the Committee for the time being of the Club;

1.4 ‘Member’ means a member of the Club;

1.5 ‘Member of the Committee’ means a Member who has been elected or co-opted to serve on the Committee;

1.6 ‘Secretary’ means the Secretary of the Club or any other person appointed to perform the duties of the secretary of the Club including a joint assistant or deputy secretary;

1.7 ‘Subscribing Member’ means a Member defined as a Subscribing Member in the by-laws of the Club;

1.8 ‘Voting Member’ means a Member defined as a Voting Member in the by-laws of the Club;

1.9 Unless the context otherwise requires, words or expressions contained in these articles bear the same meaning as in the Act but excluding any statutory modifications not in force when these articles become binding on the club;

1.10 The masculine includes the feminine and, where appropriate, the singular the plural.

COMPANIES ACT 2006

COMPANY LIMITED BY GUARANTEE

ARTICLES OF ASSOCIATION

The Volvo Enthusiasts Club 2010-2020 Limited

ARTICLES OF ASSOCIATION