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INTERPRETATION
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1.
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(a)
In these Articles of Association, if not inconsistent with the
subject matter or context, the words standing in the first column of the
table next hereinafter contained shall bear the meaning set opposite to
them respectively in the second column thereof:‑
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Words
Meanings
Accounting
Date
31st December in each year or such other date as the Board may
from time to time decide.
Articles
The Articles of Association of the Company as from time to time
altered by Special Resolution.
Auditor
The auditors for the time being of the Company.
Board
A Meeting of the Directors duly constituted.
Bylaws
The Bylaws of the Company established under Article 3.
Club
The Jersey Old Motor Club Limited.
Company
The Jersey Old Motor Club Limited established under the Memorandum
of Association to which the Articles refer.
Directors
The directors of the Company for the time being which shall include
a sole Director unless the context necessarily requires otherwise.
Eligible
Vehicle
All motor vehicles constructed prior to 31st December
1950.
General
Meeting
An Annual General Meeting or an Extraordinary General Meeting.
Group
The Company and its Subsidiaries for the time being.
Law
The Companies (Jersey) Law 1991 and every statutory modification or
re-enactment thereof for the time being in force.
Member
A person who is registered in the Register as a member of the
Company.
Month
Calendar month.
Office
The Registered Office for the time being of the Company.
Ordinary
Resolution
A Resolution of the Company in General Meeting adopted by a simple
majority of the votes cast at that meeting.
Paid
up
Paid up and/or credited as paid up.
Register
The Register of Members as required to be kept by Article 41 of the
Law.
Seal
The Common Seal of the Company.
Secretary
The Secretary of the Company or any other person appointed by the
Directors to perform the duties of the Secretary of the Company, including
a joint, assistant or deputy Secretary.
Special
Resolution
A Special Resolution of the Company passed in accordance with
Article 90 of the Law.
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(b)
Expressions referring to writing shall, unless the contrary
intention appears, be construed as including references to printing,
lithography, photography and other modes of representing or reproducing
words in a visible form.
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(c) In the Articles, unless there
be something in the subject matter or context inconsistent with such
construction:‑
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(i)
Words importing the singular number shall include the plural number
and vice versa.
(ii)
Words importing the masculine gender only shall include the
feminine gender.
(iii)
Words importing persons only shall include companies or
associations or bodies of persons, whether corporate or not.
(iv)
The word "may" shall be construed as permissive and the
word "shall" shall be construed as imperative.
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(d)
References to:‑
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(i)
any section or provision of the Law, if not inconsistent with the
subject matter or context, include any corresponding or substituted
section or provision of any amending, consolidating or replacement
legislation;
(ii)
an Article, by number are to the particular Article of the
Articles;
(iii)
a dollar or dollars (or $) and to a cent or cents (or c) are
references to the currency of the United States of America;
(iv)
a pound or pounds (or £) and to a penny or pence (or p) are
references to the currency of the United Kingdom;
(v)
a euro or euros (or €)
and to a cent or cents (or c) are, where the context allows, references to
the currency of the European Union.
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(e) Subject as aforesaid, any word
or expression defined in the Law or the Interpretation (Jersey) Law, 1954
shall, if not inconsistent with the subject matter or context, bear the
same meaning in the Articles.
(f)
The headings are inserted for convenience only and shall not affect
the construction of the Articles.
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ARTICLES
OF ASSOCIATION
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2.
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These are the Articles of Association of the Company
subject to amendment by the Company from time to time by Special
Resolution. For the purposes
of Article 6(2) of the Law and for the avoidance of doubt the articles
known as the Standard Table set out in the Schedule to the Companies
(Standard Table) (Jersey) Order 1992 are wholly excluded.
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COMPANY
BYLAWS
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3.
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The Company may establish Bylaws for the day to day
administration of the Company subject to amendment from time to time by
Ordinary Resolution. The
current Bylaws shall be freely available to the Members on demand.
For the avoidance of doubt, where the Bylaws conflict with any
provisions of the Articles of Association of the Company, the Articles of
Association of the Company will, unless otherwise stated herein, prevail.
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MEMBERSHIP
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4.
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The number of Members with which the Company proposes to be
registered is
seven.
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5.
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The subscribers to the memorandum of association of the
Company and such other persons as are admitted to membership in accordance
with the Articles shall be Members of the Company. No person shall be admitted a Member of the Company unless
he is approved by the Directors. Every
person who wishes to become a Member shall deliver to the Company an
application for membership in such form as the Directors require executed
by him.
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6.
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Any Member desiring to retire as Member shall signify such
desire in writing to the secretary and his name shall then be removed from
the list of Members and he shall cease to be a Member as soon as his name
has been removed. The Member
shall be deemed to have been removed from the Register of Members within
fourteen days of having signified in writing to the secretary his desire
to retire as a Member.
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7.
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No person under the age of 18 years may become a Member.
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8.
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Members who do not own an Eligible Vehicle or who are joint
owners of an Eligible Vehicle shall not consist of more than 25% of all
the Members provided always that in the case of such an occurrence, no
Member shall be expelled from membership for that reason alone.
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9.
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An entry fee shall be payable for Membership of the Club as
determined from time to time by the Directors in accordance with any
applicable Bylaws.
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10.
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Every Member shall pay an annual subscription fee as
determined from time to time by the Directors in accordance with any
applicable Bylaws. Unless
otherwise established in the Bylaws, the date of payment of the
subscription fee shall be declared by the Directors of the Company and
notice of payment shall be sent to every Member in accordance with Article
95.
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11.
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The Directors may at their discretion expel any Member as
Member of the Company and the Secretary shall remove such Member from the
Register of Members.
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12.
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Membership is non-transferable and non-transmissible and all
membership rights shall terminate on the Member ceasing to be a Member,
whether by death, retirement or otherwise.
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13.
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The Directors shall keep a Register in the manner required by
Article 41 of the Law and shall before the end of February in every year
after the year in which the Company is incorporated prepare a memorandum
containing the particulars required by Article 71 of the Law and deliver a
copy thereof to the Registrar of Companies.
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CONFIRMATION
OF MEMBERSHIP
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14.
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Every person whose name is entered as a Member in the
Register shall be entitled without payment to receive from the Company
confirmation of his membership in the Company.
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COMPROMISES
AND ARRANGEMENTS
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15.
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Where a compromise or arrangement is proposed between the
Company and its Members or any class of them, the Directors, or, if the
Company is being wound up, the liquidator, may call General Meetings of
the Members or a separate meeting of the class of Members and if a
resolution (being, in the case of General Meetings of Members, a Special
Resolution, or, in the case of a separate meeting of a class of Members a
resolution passed by a majority of two‑thirds of the votes cast at
such meeting) is passed thereat approving the compromise or arrangement,
the compromise or arrangement shall be binding on all the Members or class
of Members, as the case may be, and also on the Company and, if the
Company is in the course of being wound up, on the liquidator.
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GENERAL
MEETING
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16.
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The Company shall in each calendar year after that of
incorporation hold a General Meeting as its Annual General Meeting in
addition to any other meeting in that year.
The first Annual General Meeting of the Company shall be held
within eighteen months from the date of registration of the Company.
Subject to the terms of Article 87(4) of the Law all the Members
may agree in writing to dispense with the requirement to hold an Annual
General Meeting.
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17.
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All General Meetings, other than Annual General
Meetings, shall be called Extraordinary General Meetings and shall be held
at such place as shall be determined by the Directors from time to time.
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18.
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The Directors may call an Extraordinary General
meeting whenever they think fit and an Extraordinary General Meeting shall
be convened on such requisition, or, in default, may be convened by such
requisitionists, and in such manner as provided by the Law.
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NOTICE
OF GENERAL MEETINGS
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19.
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In the case of an Extraordinary General Meeting of the
Company or of any class of Members at least fourteen clear days' notice
specifying the place, the day and the hour of the meeting and in case of
special business the general nature of such business (and in the case of
an Annual General Meeting or an Extraordinary General Meeting at which a
Special Resolution is to be passed at least twenty‑one days notice
specifying the meeting as such) shall be given in manner hereinafter
mentioned to all the Members and to the Directors and the Auditor. The Auditor shall be entitled to receive notice of, to
attend (either in person or by his representatives) and to speak at all
General Meetings of the Company.
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20.
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A General Meeting of the Company shall,
notwithstanding that it is called by shorter notice than that specified in
Article
19
be deemed to have been duly called with regard to the length of notice if
it is so agreed in the case of an Annual General Meeting by all the
Members entitled to attend and vote thereat and otherwise by a majority in
number of the Members having a right to attend and vote at the meeting
being a majority together holding not less than ninety‑five per cent
of the total voting rights of the Members who have that right.
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21.
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In every notice calling a meeting of the Company or of
any class of Members of the Company there shall appear with reasonable
prominence a statement that a Member entitled to attend and vote is
entitled to appoint one or more proxies to attend and vote instead of him
and that a proxy need not also be a Member.
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22.
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It shall be the duty of the Company, on the
requisition in writing of any number of Members representing not less than
one‑tenth of the total voting rights of all the Members having at
the date of the requisition a right to vote at the meeting to which the
requisition relates and (unless the Company otherwise resolves) at the
expense of the requisitionists, to give to Members entitled to have notice
of any Annual General Meeting notice of any Resolution which may properly
be moved and is intended to be moved at that meeting and to circulate to
Members entitled to have notice of any General Meeting sent to them any
statement of not more than one thousand words with respect of the matter
referred to in any proposed Resolution or the business to be dealt with at
that meeting.
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23.
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The non‑receipt of notice of a meeting by any
person entitled to receive notice shall not invalidate the proceedings at
that meeting provided that satisfactory proof shall be furnished at the
meeting that notice has been given to such person in accordance with the
provisions of the Articles.
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PROCEEDINGS
AT GENERAL MEETINGS
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24.
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All business shall be deemed special that is
transacted at an Extraordinary General Meeting and also all business that
is transacted at an Annual General Meeting, with the exception of
declaring dividends, the consideration of the accounts, balance sheets and
the reports of the Directors and the Auditor, the election of Directors
and the Auditor in the place of those retiring and the appointment and the
fixing of the remuneration of the Auditor.
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25.
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(a)
No business shall be transacted at any General Meeting unless a
quorum is present. Save as
otherwise provided in the Articles the minimum requirement for a quorum
for all purposes shall be two Members present in person or by proxy and
entitled to vote. The Bylaws
may increase the minimum requirement to a figure in excess of two Members
present in person or by proxy.
(b)
All Members are entitled to attend a General Meeting but only fully
paid up Members (in accordance with the provisions for entry and
subscriptions fees in these Articles and in the Bylaws) may vote at a
General Meeting.
(c)
If a Member is by any means in communication with one or more other
Members so that each Member participating in the communication can hear
what is said by any other of them, each Member so participating in the
communication shall be deemed to be present at a meeting with the other
Members so participating.
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26.
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If within half an hour from the time appointed for the
meeting a quorum is not present, the meeting shall be dissolved and shall
stand adjourned to the same day in the next week, at the same time and
place, or to such other day and at such other time and place as the
Directors may determine and if at such adjourned meeting a quorum is not
present within thirty minutes from the time appointed for holding the
meeting, the meeting shall be dissolved.
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27.
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The Chairman (if any) or, if absent, the Vice Chairman
(if any) of the Board of Directors, or failing him, some other Director
nominated by the Directors, shall preside as Chairman at every General
Meeting of the Company, but if at any meeting neither the Chairman nor
Vice Chairman be present within fifteen minutes after the time appointed
for holding the meeting, or if neither of them be willing to act as
Chairman, the Directors present shall choose some Director present to be
Chairman.
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28.
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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 except business
which might lawfully have been transacted at the meeting from which the
adjournment took place. When
a meeting is adjourned for fourteen days or more seven clear days' notice
at the least specifying the place, the day and the hour of the adjourned
meeting shall be given as in the case of the original meeting but it shall
not be necessary to specify in such notice the nature of the business to
be transacted at the adjourned 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.
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29.
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No resolution, not approved by the Directors, shall be
moved by any Member at a General Meeting unless the Member supported by
another two Members has given previous notice in writing of his intention
to do so and by leaving such notice, together with his name, address and
occupation and a copy of the proposed resolution at the Office at least
ten days prior to the General Meeting.
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30.
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The following regulations shall apply at any General
Meeting:‑
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(a)
The matters mentioned in the notice convening the Meeting shall be
considered before any other matter is raised.
(b)
Every proposition, duly made and seconded, shall be put to the
vote, provided that it is not in contravention of the Law nor contrary to
the Articles.
(c)
Except in the case of a Special Resolution decisions of a General
Meeting shall be made by an absolute majority of the votes recorded.
(d)
When a matter is put to the vote the Chairman may at his discretion
either call for a show of hands or a poll.
Nevertheless, if, either before a matter is put to the vote or
immediately after a decision has been taken by a show of hands, any five
Members having the right to vote or any Member or Members present
representing at least one tenth of the total voting rights of the Members
demand a poll, the Chairman shall comply with their demand and the result
of the poll shall be taken to be the decision of the Meeting.
(e)
In order to ascertain the majority of votes:‑
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(i)
In the case of a decision taken by a show of hands only the votes
of those Members present and voting in person shall be counted and each
vote shall be counted as one.
(ii)
In the case of a poll there shall be counted not only the votes of
the Members present and voting in person but also the votes of those who
are represented and who are voting by proxy.
(iii)
If a vote is taken by a show of hands without a poll having been
demanded as aforesaid the Chairman's declaration that a proposition has
either been adopted or rejected shall be accepted as the resolution of the
meeting without further proof.
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31.
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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 of
hands takes place or at which the poll is demanded shall not be entitled
to a second or casting vote.
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32.
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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 and place as the Chairman directs not being more than thirty
days from the date of the meeting on which the poll has been demanded.
No notice need be given of a poll not taken forthwith if the time
and place at which it is to be taken are announced at the meeting at which
it is demanded. In any other case at least seven clear days’ notice shall
be given specifying the time and place at which the poll is to be taken.
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33.
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The demand for a poll shall not prevent the
continuance of a meeting for the transaction of any business other than
the question on which the poll has been demanded. A demand for a poll may, before the poll is taken, be
withdrawn but only with the consent of the Chairman and a demand so
withdrawn shall not be taken to have invalidated the result of a show of
hands declared before the demand was made.
If a poll is demanded before the declaration of the result of a
show of hands and the demand is duly withdrawn, the meeting shall continue
as if the demand had not been made.
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34.
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A resolution in writing signed by all the Members of
the Company for the time being who are entitled to attend and vote at a
General Meeting shall be valid and effective as an Ordinary or a Special
Resolution passed at a General Meeting duly convened and held and may
consist of several documents in the like form each signed by one or more
of the Members and in the case of a corporation which is a Member
signature shall be sufficient if made by a director or like officer of the
corporation or by its duly authorised attorney.
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VOTES
OF MEMBERS
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35.
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On a show of hands every Member present in person or
by proxy shall have one vote. On
a poll every Member present in person or by proxy shall also have one
vote.
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36.
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A Member who has appointed Special and General
Attorneys or a Member who is subject to a Curatelle and Curator appointed
by the Royal Court or a Member of unsound mind in respect of whom an Order
has been made by any court having jurisdiction in lunacy may vote, whether
on a show of hands or on a poll, by his said Attorney, Curator, committee,
receiver, curator bonis, or other person in the nature of a committee,
receiver, curator bonis, appointed by such court, and such Attorney,
Curator, committee, receiver, curator bonis, or other person may on a poll
vote by proxy, provided that such evidence as the Directors may require of
the authority of the person claiming to vote shall have been deposited at
the Office not less than twenty‑four hours before the time for
holding the meeting or adjourned meeting at which such person claims to
vote.
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37.
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No objection shall be raised to the qualification of
any voter except at the meeting or adjourned meeting at which the vote
objected to is given or tendered and every vote not disallowed at such
meeting shall be valid for all purposes.
Any such objection made in due time shall be referred to the
Chairman of the meeting, whose decision shall be final and conclusive.
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38.
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On a poll votes may be given either personally or by
proxy.
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39.
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The instrument appointing a proxy shall be in writing
under the hand of the appointor or of his attorney duly authorised in
writing, or, if the appointor is a corporation, either under its common
seal or under the hand of an officer or attorney so authorised.
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40.
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Any person (whether a Member of the Company or not)
may be appointed to act as proxy.
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41.
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The instrument appointing a proxy and the power of
attorney or the authority (if any) under which it is signed, or a
notarially certified copy of such power or authority, shall be deposited
at the Office or at such other place as is specified for that purpose in
the notice of the meeting or in the instrument of proxy issued by the
Company not less than twenty‑four hours before the time appointed
for holding the meeting or adjourned meeting at which the person named in
the instrument proposes to vote and in default the instrument of proxy
shall not be treated as valid.
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42.
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An instrument of proxy shall be in any usual or common
form or in any form which the Directors may approve.
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43.
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The Directors may at the expense of the Company send,
by post or otherwise, to the Members instruments of proxy (with or without
stamped envelopes for their return) for use at any General Meeting or at
any meeting of any class of Members of the Company, either in blank or
nominating in the alternative any one or more of the Directors or any
other persons. If for the
purpose of any meeting invitations to appoint as proxy a person or one of
a number of persons specified in the invitations are issued at the expense
of the Company such invitations shall be issued to all (and not to some
only) of the Members entitled to be sent a notice of the meeting and to
vote thereat by proxy.
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44.
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A vote given in accordance with the terms of an
instrument of proxy shall be valid notwithstanding the death or insanity
of the principal or the revocation of the instrument of proxy or of the
authority under which the instrument of proxy was executed, provided that
no intimation in writing of such death, insanity or revocation shall have
been received by the Company at the Office before the commencement of the
meeting or adjourned meeting at which the instrument of proxy is used.
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45.
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Any corporation which is a Member of the Company may
by resolution of its Directors or other governing body authorise such
person as it thinks fit to act as its representative at any meeting of the
Company or at any meeting of any class of any Members of the Company and
the person so authorised shall be entitled to exercise the same powers on
behalf of the corporation which he represents as that corporation could
exercise if it were an individual Member of the Company and such
corporation shall for the purposes of these presents be deemed to be
present in person at any such meeting if a person so authorised is present
thereat.
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DIRECTORS
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46.
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Unless and until otherwise determined by the Company
by Ordinary Resolution or otherwise established in the Bylaws, there shall
at all times be at least one Director of the Company.
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47.
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A Director must be a Member of the Company to qualify
him as a Director. Any Member
who serves on the committee of another Jersey Motoring Organisation shall
not be eligible to be a Director.
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48.
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The first Director or Directors shall be determined in
writing by the subscribers to the Memorandum of Association or the
majority of them.
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49.
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The Directors may be paid by way of remuneration for
their services such sum as shall be fixed by the Company in General
Meeting. The Directors may
also be entitled to be paid all travelling, hotel and other expenses
properly incurred by them in or with a view to the performance of their
duties or in attending meetings of the Directors or of Committees of the
Directors or General Meetings of the Company.
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50.
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Any Director who, by request of the Board, performs
special services for any purpose of the Company may be paid such other
remuneration by way of salary, percentage of profits or otherwise as the
Directors may determine.
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51.
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The office of a Director shall be vacated in any of
the following events namely:‑
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(a)
If he resigns his office by notice in writing under his hand sent
to or left at the Office.
(b)
If he becomes bankrupt or makes any arrangement or composition with
his creditors generally.
(c)
If he becomes of unsound mind.
(d)
If he is removed from office by Ordinary Resolution in accordance
with the provisions of Article 63 (but without prejudice to any claim for
damages for breach of any contract between the Director and the Company).
(e)
If he ceases to be a Director by virtue of or becomes prohibited or
disqualified from being a Director by reason of an order made under any
provision of any law or enactment.
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52.
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(a)
A Director may hold any other office or place of profit under the
Company except that of Auditor in conjunction with the office of Director
and may act in a professional capacity to the Company and in any such case
on such terms as to remuneration and otherwise as the Directors may
arrange. No Director shall be disqualified by his office from contracting
with the Company, or any subsidiary of the Company, either in regard to
such other office or place of profit or as vendor, purchaser or otherwise,
nor shall any such contract nor any contract or arrangement entered into
by or on behalf of the Company, or any subsidiary of the Company, in which
any Director be in any way interested be avoided, nor shall any Director
so contracting or being so interested be liable to account to the Company
for any profit realised by any such contract or arrangement by reason of
such Director holding that office or of the fiduciary relationship thereby
established, but the nature of his interest shall be disclosed by him at
the meeting of the Directors at which the question of entering into the
contract or arrangement is first taken into consideration or, if the
Director was not at the date of that meeting interested in the proposed
contract or arrangement, then at the next meeting of the Directors held
after he became so interested
and in a case where the Director becomes interested in a contract or
arrangement after it is made, then at the first meeting of the Directors
held after he becomes so interested.
(b)
A Director may not vote in respect of any contract or arrangement
or any other proposal whatsoever in which he has any interest.
(c)
A Director shall be entitled to be counted in the quorum in respect
of any such resolution.
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53.
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Any Director may continue to be or to become a
director, managing director, manager or other officer or member of any
company promoted by the Company or in which the Company may be interested
and no such Director shall be accountable for any remuneration or other
benefits received by him as a director, managing director, manager, or
other officer or member of any such other company. The Directors may
exercise the voting power conferred by the shares in any other company
held or owned by the Company, or exercisable by them as Directors of such
other Company, in such manner in all respects as they think fit (including
the exercise thereof in favour of any resolution appointing themselves or
any of them directors, managing directors, managers or other officers of
such company, or voting or providing for the payment of remuneration to
the directors, managing directors, managers or other officers of such
company) and any Director of the Company may vote in favour of the
exercise of such voting rights in manner aforesaid notwithstanding that he
may be or about to be appointed a director, managing director, manager or
other officer of such other company and as such is or may become
interested in the exercise of such voting rights in manner aforesaid.
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54.
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The Directors may establish and maintain or
procure the establishment and maintenance of any non‑contributory or
contributory pension or superannuation funds for the benefit of and give
or procure the giving of pensions, allowances, gratuities or bonuses to
any persons who are or were at any time in the employment or service of
the Company or of any company which is a subsidiary of the Company or of
the predecessors in business of the Company or any such subsidiary or who
are or were at any time Directors or officers of the Company or of any
such other company or any such predecessors in business as aforesaid and
holding any salaried employment or office therein and the relations,
connections or dependants of any such persons and make payments for or
towards the insurance of any such persons as aforesaid. Subject always to
particulars with respect to the proposed payment being disclosed to the
Members of the Company and to the proposal being approved by the Company,
any Director holding any such employment or office shall be entitled to
participate in and retain for his own benefit any such donation, gratuity,
pension, allowance or emolument.
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POWERS
OF DIRECTORS
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55.
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The activity of the Company shall be managed by
the Directors who may exercise all such powers of the Company as are not
by the Law or by the Articles required to be exercisable by the Company in
General Meeting, subject nevertheless to any regulation of the Articles,
the Bylaws, to the provisions of the Law and to such regulations, being
not inconsistent with the aforesaid regulations or provisions, as may be
prescribed by the Company in General Meeting, but no regulation made by
the Company in General Meeting shall invalidate any prior act of the
Directors which would have been valid if such regulation had not been
made. The general powers given by this Article shall not be limited or
restricted by any special authority or power given to the Directors by any
other Article.
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56.
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The Directors may establish any committee,
sub-committee, local boards or agencies for managing any of the affairs of
the Company and may appoint any persons to be members of such committees,
local boards or agencies and may fix their remuneration and may delegate
to any such committee, local board or agent any of th |
