GENERAL
The Triumph 2000 / 2500 / 2·5 Register (“The Register”) is a classic car club dedicated to the preservation, ownership and enjoyment of the Triumph six-cylinder saloon and estate cars produced between 1963 and 1977.
The Register is run for the benefit of its members by the Triumph 2000 Register Limited, a company limited by guarantee and not having a share capital.
This summary of the club rules is based on the Memorandum of Association and Articles of Association of the above limited company, to which you should refer in case of any doubt. Both documents are available on our website and from Companies House.
INTERPRETATION
“The Board” means the Board of Directors of the Triumph 2000 Register Limited. “The Secretary” means any person appointed to perform the duties of the Company Secretary of the Triumph 2000 Register Limited. Expressions referring to “writing” shall be construed as including reference to printing, lithography, photography and any other modes of representing or reproducing words in a visible form.
OBJECTS
The objects for which the Register is established are:
- to further the appreciation and preservation of the Triumph 2000/2500/2·5 range of cars
- to provide members with information, advice and assistance on matters connected with motoring
- to afford members such benefits and privileges as it may be possible to arrange
- to arrange tours, lectures, discussions, social and other meetings
- to promote interest in motoring and motor sport
- to establish, promote or assist in the establishing or promoting, and to subscribe to or become a member of any other associations or clubs whose benefits are similar or in part similar to the objects of the Register, or the establishment or promotion of which may be beneficial to the Register, provided that no subscription may be paid to any other such association or club except bona fide in furtherance of the objects of the Register
- to do all such lawful things as are incidental or conducive to the attainment of the above objects or any of them
The income and property of the Register shall be employed solely towards the promotion of the objects of the Register as set out in these rules and nothing shall be paid or transferred in any way to the members of the Register.
MEMBERSHIP
Any person who is the owner of or has an interest in the Triumph 2000/2500/2·5 range of cars in any of their forms and variations shall be eligible for Membership. The Membership shall consist of Ordinary Members, Family Members and Honorary Members.
APPLICATION FOR MEMBERSHIP
Every application for Ordinary or Family Membership shall be made in writing. Every application shall be accompanied by a payment to cover any entrance fee and the first annual subscription. The application will be considered and normally decided by the Membership Secretary who may refer any application for consideration by the Board. The Board may in their absolute discretion grant or reject the application without giving any reason. Membership of the Register shall begin on the first day of the month in which the application is accepted.
Family Members shall be the relatives or partners of Ordinary Members resident at the same address. They will not be entitled to receive copies of the Register magazine or such other publications that the Register shall produce.
Honorary Members shall be elected by The Board. Members may submit nominations, which shall be supported by no less than one other member in writing.
ENTRANCE FEE AND SUBSCRIPTIONS
The entrance fee and annual subscriptions payable by Ordinary Members and Family Members of the Register shall be decided in a General Meeting providing that the Board may decide an increase of up to 25 per cent in any one year. The subscription payable by a Member resident overseas shall reflect the additional cost of postage. No member shall be entitled to any of the privileges of membership so long as any fee or subscription is unpaid. Any Member who has not paid his or her annual subscription within two months of the date it becomes due shall cease to be a Member.
RESIGNATION FROM THE REGISTER
Any member, not being a Director, who wishes to resign shall do so by giving notice in writing to the Membership Secretary and, on receipt of such notice, shall be taken off the list of members. Any member, who is also a Director, who wishes to resign their membership shall do so by giving one month’s notice in writing to the Chairman and, unless the notice is withdrawn before it expires, shall at the end of the notice period be taken off the list of members. Any member who resigns or otherwise ceases to be a member shall be liable to pay the entrance fee if they subsequently re-apply for membership.
EXPULSION OF A MEMBER
The Board shall be empowered to invite, by letter setting out its reasons, any member to resign from membership of the Register within a time specified in the letter, and in default of such resignation, the Secretary shall submit the question of his or her expulsion to a meeting of the Board to be held within twelve weeks after the date of the letter. The Board shall be given at least seven days’ notice that a question of expulsion is to be discussed at a meeting of the Board. The member whose expulsion is under consideration shall be given at least seven days’ notice of such a meeting and shall be allowed to offer an explanation of the matters being addressed by the Board verbally or in writing. If two-thirds of the Directors present then vote for his expulsion he shall immediately cease to be a member.
Any member expelled in accordance with these rules or otherwise ceasing to be a member of the Register shall forfeit all claims upon the Register or its property and funds.
USE OF THE NAME AND ADDRESS OF THE REGISTER
The name, logo and address of the Register shall only be used in connection with such business of the Register as the Board shall approve.
ANNUAL GENERAL MEETINGS
The Register shall hold its Annual General Meeting at such time and place as the Directors shall decide. Not more than 15 months shall elapse between one Annual General Meeting of the Register and the next.
The Annual General Meeting of the Register shall:
• Receive from the Treasurer a full statement of accounts duly audited showing the income and expenditure for the year ending the previous 31st December.
• Receive a report from the Directors of the activities of the Register during the same year.
• Elect the Board of Directors, all of whom must be members of the Register entitled to vote at the meeting.
• Decide upon any resolution presented to the meeting as set out in “AGENDA” below.
NOTICE OF GENERAL MEETINGS
At least twenty-one days’ notice, with an Agenda, shall be given for all General Meetings, normally through the magazine, but the non-receipt of such notice by any member shall not invalidate the proceedings.
EXTRAORDINARY GENERAL MEETINGS
All General Meetings other than the Annual General Meeting shall be called Extraordinary General Meetings. The Board may convene an Extraordinary General Meeting.
An Extraordinary General Meeting may be convened on a requisition to the Secretary stating the business for which the meeting is required and signed by not less than 15 members. If the meeting so requisitioned is not convened within twenty-eight days the said 15 members may convene such a meeting and their reasonable expenses of requisitioning and convening such a meeting shall be paid by the Register.
AGENDA
When the Members wish a matter to be discussed at a General Meeting the text of such matter, signed by at least two members, shall be sent to the Secretary at least seven days before the date of the publication of the agenda.
RIGHT TO BE PRESENT
No one may take part in a General Meeting unless they have been duly accepted as a member of the Register, have paid their subscription in accordance with these Articles and have not subsequently resigned or been expelled.
PROCEEDINGS AT GENERAL MEETINGS
All business shall be deemed special except the consideration at an Annual General Meeting of the items set out in “ANNUAL GENERAL MEETINGS” above. No business shall be transacted at a General Meeting unless a quorum of members is present. Fifteen members personally present shall be a quorum.
If within half an hour from the time appointed for the meeting a quorum of members is not present, the meeting if convened on the requisition of members shall be dissolved; in any other case it shall stand adjourned until an alternative date is fixed by the Board. If at the adjourned meeting a quorum of members is not present with half an hour of the time appointed for the meeting, the members present shall be a quorum.
The Chairman or failing him another Director appointed by the Board shall preside as Chairman at every General Meeting of the Register.
Every person with a right to be present at a General Meeting may exercise one vote. In the case of an equality of votes the Chairman shall have a second or casting vote. A simple majority of votes will decide a resolution.
At any General Meeting, unless a poll is demanded by the Chairman or two members personally present, a declaration by the Chairman that a resolution has or has not been carried and an entry in the minute book shall be conclusive evidence of the fact, without proof of the number or proportion of votes recorded in favour or against the resolution.
If a poll is demanded as in the previous paragraph, it shall be taken in such a manner as the Chairman shall direct, which shall include the right of the Chairman to direct a postal vote and the adjournment of the meeting, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.
On a poll, votes may be given either personally or by proxy. A proxy shall be appointed in writing under the hand of the appointor. The form appointing a proxy shall be deposited at the address of the Secretary not less than forty-eight hours before the time of holding the meeting at which the person named on the form proposed to vote.
PRESIDENT
The President shall be elected by any General Meeting following a proposal from the Board. The President may attend Board meetings but shall not vote. He or she shall not pay an annual subscription. He or she shall hold office for three years and may be re-elected by a General Meeting for one or more further terms of three years.
DIRECTORS
The Board of the Register shall be not less than five Directors and not more than fifteen. A majority of Board Members shall form a quorum. They shall elect a Chairman, Deputy Chairman, Secretary and Treasurer from amongst their number. The Chairman shall appoint other officers with the endorsement of the other Directors.
At every Annual General Meeting the Directors shall retire, but will be eligible for re-election. Nominations of candidates for election as Directors shall be proposed and seconded by members and confirmed by the candidate. Nominations shall be received by the Secretary not less than 28 days before the Annual General Meeting.
The Directors subsequent to an Annual General Meeting may co-opt Members to the Board keeping within the limit prescribed above. Co-opted Directors will only serve until the following Annual General Meeting.
The Directors will receive no remuneration but may receive travelling and hotel expenses to attend meetings of the Board. The travelling expenses to be paid shall be agreed by the Board from time to time. Hotel expenses shall be agreed in advance by the Chairman in consultation with the Treasurer.
A Director shall be eighteen years of age or older at the time of their election.
The office of Director shall be vacated if he or she:
• absents himself or herself from two or more meetings of Directors without reasonable excuse for such absence. Vacation shall be determined by simple majority at the next meeting of the Board
• gives one calendar month’s notice to the Secretary in writing that he resigns his office
• is removed by resolution at a General Meeting of the Register.
The Board shall vote by ballot if any Director present so demands. Each Director present shall exercise one vote. The Chairman shall be entitled to one vote and in case of an equality of votes shall have a second or casting vote.
The Board shall cause proper books of account to be kept in respect of all sums of money received and expended by the Register and the assets and liabilities of the Register. The books of account shall be kept by the Treasurer. The books and accounts shall be open to the inspection of the Directors who may decide when any Member, not being a Director, may inspect the books and accounts.
The full statement of accounts to be presented at the Annual General Meeting shall include a statement of income and expenditure, a balance sheet, and a report from the Directors. Each document shall be signed by two Directors.
DISSOLUTION
If the Register be wound up, whether voluntarily by decision of a General Meeting or otherwise, the Board or the liquidators shall, after meeting all liabilities, distribute the remaining assets to another association committed to Triumph cars or to a registered charity.