Club - Articles of Association

THE COMPANIES ACTS 1985 AND 1989
COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL
ARTICLES OF ASSOCIATION OF THE UK QUATTRO FORUM LTD

INTERPRETATION

In these Articles:
• "the Acts" means the Companies Acts 1985 and 1989 including any statutory modification or re-enactment thereof for the time being in force.
• "the Articles" means the Articles of the UK quattro Forum Ltd.
• "clear days" in relation to the period of a notice means that period excluding the day on which 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.
• "the United Kingdom" means Great Britain and Northern Ireland.
• "Company" means the UK quattro Forum Ltd, in these Articles referred to as "the Club".
• "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.
• "Member" means a member of the Club.
• "Committee" means the Management Committee of the Club duly elected or co-opted in accordance with these Articles.
• "General Meetings" refers to the Annual General Meeting and any Extraordinary General Meetings.
• "the forum" means the Internet-based discussion forum owned exclusively by Robin Bruce and hosted at http://www.quattroforum.com or any direct successor.
• Where appropriate to the context, words importing the singular number only shall include the plural number, and vice-versa, and words importing the masculine gender only shall include the feminine gender. Capitalisation is not significant.
• The regulations in Table C in the Companies (Tables A to F) Regulations 1985 shall not apply to the Company as the provisions of these Articles are as near to that form as the circumstances admit.

1. Membership of the Club shall be open to individuals who are enthusiasts for the original Audi quattro (ur-quattro) or any derivatives using one of Audi's inline five-cylinder engines.
2. The subscribers to the Memorandum of Association of the Club and such other persons who are admitted to membership in accordance with these Articles shall be members of the Club. The Secretary shall keep or cause to be kept an accurate register of members of the Club. Every person who wishes to become a member shall apply for membership on an application form approved by the Committee.
3. A spouse or companion of a member, and named as such by that member, may also be a member with no additional subscription payment, and each shall have one vote. Any such person shall immediately cease to be a member upon ceasing to be named by the member or upon the naming member ceasing to be a member.
4. All persons admitted to membership of the Club shall be deemed to have agreed to observe both the regulations contained in these Articles and any bylaws made by the Committee in accordance with these Articles.
5. Family membership shall be open without further payment to relatives of members. Family members may attend Club events, but shall have no voting rights.
6. The Committee shall have the right to refuse any application for membership or to terminate membership if, in the opinion of the Committee, such action is justified to maintain the reputation of the Club. In any such case, the Committee will explain its decision and any such decision may be overturned by a public vote on the forum.
7. A member may at any time withdraw from the Club by giving notice in writing to the Secretary. Membership shall not be transferable and shall cease on the death of a member provided that the death of a member who has nominated a spouse or companion as a member in accordance with Article 3 shall not affect the continuing membership of such nominated spouse or companion.
8. The annual subscription shall be payable with an application for membership and thereafter on 1st January each year except that the first subscription paid by any member shall be charged pro rata for the remaining complete months of the year. At each Annual General Meeting the Committee shall recommend to members the amount of the annual subscription for the next following calendar year and abide by their view.
9. The financial year of the Club shall be the calendar year.
10. Membership shall lapse if the annual subscription in respect of a calendar year is not paid by 28th February in that year.

11. Members at a General Meeting must produce proof of membership if asked to do so.
12. An Annual General Meeting shall be held before the end of February in each calendar year. The business to be conducted at such a meeting shall include a report by the Committee on the preceding year's activities, the presentation of accounts of the Club, the election of members to fill vacancies on the Committee and the appointment of an Honorary Examiner, who shall not be a member of the Committee, to inspect and verify the accounts.
13. These Articles of Association may be amended only by a majority of two thirds of those members voting at a General Meeting.

14. The Committee may call General Meetings and, on written request signed by at least one tenth of the membership, shall proceed to convene an Extraordinary General Meeting. Such request shall specify the business to be discussed. No business other than that specified shall be transacted at an Extraordinary General Meeting.
15. At least thirty clear days notice must be given to all members of any General Meeting. 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.
16. The notice shall include a provisional agenda and be published on the Club's web site and notification of its existence including a web link shall be posted to the forum, appropriate bulletin boards, newsgroups, mailing lists and other fora.
17. The non-receipt of notice of a meeting by any member shall not invalidate the proceedings of that meeting.

18. Any member wishing to propose a resolution for consideration at the Annual General Meeting must submit the resolution via email not less than seven clear days before the meeting. All proposed resolutions, together with the names of members nominated for the Committee, shall be posted on the Club web site within 24 hours of receipt.
19. Any member raising a matter under Any Other Business may do so for discussion only.
20. The quorum for any general meeting shall be at least ten percent of the current membership present in person at the time and place announced for that meeting.
21. In the event of there being no quorum present within fifteen minutes of the advertised starting time of an Annual General Meeting the meeting shall be re-convened within twenty-eight days to such time and place as the Committee may determine, when the members present shall constitute a quorum.
22. In the event of there being no quorum present within fifteen minutes of the advertised starting time of an extraordinary general meeting required by the members, the meeting shall be abandoned.
23. The Chairman of the Club, or in his absence the Vice-Chairman, shall preside as Chairman of any general meeting. If neither the Chairman nor the Vice-Chairman be present within fifteen minutes after the time appointed for holding the meeting, those Committee members present shall elect one of their number to be Chairman and, if there is only one Committee member present and willing to act, he shall be Chairman. The person acting as Chairman at any meeting shall have no vote except a casting vote.
24. If no Committee member is willing to act as Chairman, or if no Committee member is present within fifteen 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.
25. The meeting shall appoint members as tellers to count the votes cast by any show of hands or poll, and to declare the result of such vote to the Chairman.
26. A resolution put to the meeting shall be decided on a show of hands unless before, or on the declaration of the result of, the show of hands, a poll is duly demanded. Subject to the provisions of the Acts, a poll may be demanded:
    • a) by the Chairman; or
    • b) by at least two members present at the meeting.
27. Unless a poll is duly demanded a declaration by the Chairman of the result of a show of hands and the making of 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.
28. The 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 a show of hands made before the demand was made.
29. A poll demanded on any question shall be taken forthwith, and the result declared before the close of the meeting.
30. In the case of an equality of votes, whether on a show of hands or a poll, the Chairman shall be entitled to a casting vote.

31. On a show of hands or poll, every member and any one person nominated by that member shall have one vote.

32. The business of the Club shall be conducted by an elected or co-opted Management Committee of up to seven and no less than five members who shall act as Directors of the Company. The first Committee members shall be those individuals who were members of the committee of the unincorporated association known as the Club immediately prior to incorporation of the Company and each such individual shall be deemed to have been elected or co-opted as a Committee member on the date when and in the manner in which he was elected or co-opted to the committee of the unincorporated association known as the Club.
33. The Committee is answerable to any General Meeting and the minutes of its meetings shall be available online within seven days.
34. Three Committee members shall be elected at each Annual General Meeting to serve for a term of three years. Any Committee members retiring at the end of this term may offer themselves for re-election.
35. Any Committee member retiring at the Annual General Meeting before completing his term of office shall be replaced by election for the remainder of the unexpired term.
36. Any casual vacancy for a Committee member arising shall be advertised online. In the event only one applicant appears, that person shall be co-opted to the Committee. In the event there are multiple candidates, an online poll of members shall be arranged within seven clear days.
37. Nominations for Committee, with the written consent of the member nominated and names of the proposer and seconder, must be submitted to be received by the Secretary on a given date not less than seven clear days before the meeting at which an election is to take place. The Chairman shall have discretion to accept nominations at the meeting should there be insufficient candidates.
38. If, by the closing date, there are more nominations for the Committee than there are vacancies, the Secretary shall make preparations for a ballot permitting both persons physically present at the Meeting and those represented online to vote. In the event of two or more candidates receiving an equal number of votes, the Chairman shall have a casting vote.
39. The Committee shall appoint its members to such roles as it may think fit. These must include Chairman, Secretary and Treasurer. The Secretary shall by virtue of that appointment act as Secretary of the Company.
40. The Committee may appoint Sub-committees for specific purposes and appoint the Chairman of any such Sub-committees. Members of Sub-committees must be members of the Club but need not be members of the Committee save that at least one member of any Sub-committee must be a member of the Committee and he shall be responsible to and report to the Committee. Sub-committees shall also publish minutes online within seven days of meetings.
41. The Committee may from time to time make, amend or repeal bylaws governing the conduct of the Club, its members and its activities. Any such changes shall be documented in the online minutes and be subject to a vote at the next General Meeting requiring a two-thirds majority.
42. The Committee shall maintain appropriate accounts in the name of the Club with a recognised clearing bank. The Committee shall make and enforce such rules as seem to it appropriate from time to time for the operation of any bank account in the name of the Club provided that in respect of each account cheques and similar payment orders shall be signed by at least two persons nominated for the purpose by the Committee or drawn from a class of persons specified by the Committee.

43. Committee members shall not be entitled to any remuneration other than the reimbursement of expenses necessarily incurred on behalf of the Club. The cost of travelling to and from Committee or Club meetings shall be regarded as expenses necessarily incurred on behalf of the Club unless the meeting in question takes place at a public event which those members might reasonably expect to have attended in their own right.

44. If the Committee considers it appropriate, and without being under any duty to arrange insurance or any type or extent of insurance cover, the Committee may arrange such insurances as it deems appropriate to cover the physical assets of the Club and the liabilities at law of the Club, its Committee, officers, members and employees, whilst engaged upon the business of the Club or activities on behalf of the Club authorised by the Committee.

45. Subject to the provisions of these Articles, the members of the Committee may regulate their proceedings as they think fit. Meetings of the Committee shall be arranged by agreement of its members, and shall be called by the Secretary. At least seven clear days notice including a provisional agenda shall be given on the Club web site and on the forum. Questions arising at a meeting shall be determined by a majority of votes. In the case of an equality of votes, the Chairman shall have a casting vote.
46. The quorum for the transaction of the business of the Committee shall be three members present and entitled to vote, one of whom must be either the Chairman, Secretary or Treasurer.
47. When there are vacancies for Committee members, the remaining members of the Committee may continue to act, but, if the number of remaining Committee members is less than three, the remaining members may act only for the purpose of filling vacancies or of calling a General Meeting.
48. Unless he is unwilling to do so, the Committee member appointed as Chairman shall preside at every meeting of the Committee. If for any reason the Chairman is unable or unwilling to preside at a Committee meeting, then the members of the Committee shall select a temporary chairman.
49. The Committee member appointed as Chairman of the Committee shall by virtue of that appointment act as Chairman of the Club.
50. All acts done by a meeting of Committee members, or of a committee of Committee members, or by a person acting as a Committee member shall, notwithstanding that it be afterwards discovered that there was a defect in the appointment of any Committee member or 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 Committee member and had been entitled to vote.
51. A resolution in writing signed by all the Committee members entitled to receive notice of a meeting of Committee members or of a committee of Committee members shall be as valid and effectual as if it had been passed at a meeting of Committee members or (as the case may be) a committee of Committee members duly convened and held and may consist of several documents in the like form each signed by one or more Committee members.

52. Provided that he has disclosed to the Committee - and in the minutes published online - the nature and extent of any material interest of his, a Committee member shall not, by reason of his membership of the Committee, be prevented from being a party to, or otherwise interested in, any transaction or arrangement with the Club and shall not be accountable to the Club for any benefit which he derives from his disclosed interest.
53. A Committee member shall not vote on any resolution concerning a matter in which he has, directly or indirectly, an interest or duty which is material and which conflicts or may conflict with the interests of the Club. A Committee member shall not be counted in the quorum present at a meeting in relation to a resolution on which he is not for any reason entitled to vote.
54. For the purposes of the preceding two articles, a Committee member shall be taken to have the interests which any person connected with him has. For the purposes of this Article, the Acts shall determine the categories of persons with which a Committee member is connected.
55. If a question arises at a meeting of Committee members or of a committee of Committee members as to the right of a Committee member to vote, the question may, before the conclusion of the meeting, be referred to the Chairman of the meeting and his ruling in relation to any Committee member other than himself shall be final and conclusive.

56. Any person shall cease to be a member of the Committee and any Sub-committee without the necessity for any notice if he:
    1. becomes prohibited from being a director of a company for any reason;
    2. becomes of unsound mind;
    3. becomes bankrupt or makes any arrangement with his creditors generally;
    4. is absent from more than two consecutive meetings of the Committee.

57. Subject to the provisions of the Acts, the Secretary shall be appointed by the Committee members for such term as they may think fit, and any Secretary so appointed may be removed by them.

58. The Committee shall cause minutes to be made in books kept for the purpose:
    1. of all appointments of officers made by the Committee;
    2. of all proceedings at General Meetings
    3. of all proceedings at Committee and Sub-committee meetings.
    These books shall be considered the authoritative record. The names of the members attending Committee and Sub-committee meetings shall be recorded in the minutes. As far as practical abstracts of the minutes shall be made available on the Club web site within seven days of any meeting.

59. The Committee shall cause accounting records to be kept in accordance with the provisions of the Acts.
60. No member shall (as such) have any right of inspecting any accounting records or other book or document of the company except as conferred by statute or authorised by the Committee or by ordinary resolution of the Club.

61. Any notice to be given to or by any person pursuant to these Articles shall be in writing or email to a registered email address with Return Receipt except that a notice calling a meeting of the Committee need not be in writing.
62. The Club may give any notice to a member either personally or by email to his registered address or by sending it to the him at his registered address or by leaving it at that address. A member whose registered address is not within the European Union and who gives to the Club an address within the European Union at which notices may be given to him shall be entitled to have notices given to him at that address, but otherwise no such member shall be entitled to receive any notice from the Club
63. A member present at any meeting of the Club shall be deemed to have received notice of the meeting and, where requisite, of the purpose for which it was called.
64. A notice shall be deemed to be given at the expiration of forty-eight hours after it was sent.

65. Members of the Committee, officers, members and employees shall not be liable (other than as members) for any loss suffered by the Club as a result of the discharge of duties and/or activities authorised by the Committee except insofar as such loss arises from their respective wilful default, and they shall be entitled to be indemnified by the Club for authorised expenditure and financial liabilities necessarily incurred in the discharge of these duties and activities.
66. Subject to the provisions of the Acts but without prejudice to any indemnity to which a Committee member may otherwise be entitled, every Committee member or other officer or Honorary Examiner 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 judgment 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.