Article of Association and Bye Laws
LIMITED BY GUARANTEE AND NOT HAVING A SHARE
Japanese Motorcycle Club (UK) Limited
In these articles:
1.1 ‘the Act’ means the Companies Act 1985 including
any statutory modifications or re-enactment of it for the time being in force;
1.2 ‘the Club’ means Vintage Japanese Motorcycle Club
1.3 ‘the Committee’ means the Management Committee
for the time being of the Club:
1.4 ‘Member’ means a member of the
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
1.7 ‘Subscribing Member” means a Member defined as a
Subscribing Member in the bv-laws of the Club;
‘Voting Member’ means a Member defined as a Voting Member in the by-laws of
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
The Club is
established for the purposes expressed in the Memorandum of Association.
3.1 The first Members of the Club are the signatories
to the Memorandum of Association and these articles and every person who at the date of incorporation of the
Club had paid a membership fee to, and was a member of, the unincorporated club known as Vintage Japanese
Motorcycle Club (UK) referred to in paragraph 3.1 of the memorandum of association. 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.
3.2 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.
3.3 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 due date 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
4. Cessation of
4.1 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'.
4.2 Any Subscribing Member whose annual subscription
is unpaid on the due date 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
4.3 The Committee shall
have power to request the resignation of any Member or to determine any membership without explanation but
before such power may beexecuted (but only in the case of this power) the vote of
not less than two thirds ofthose Committee members present and voting shall be
The Club must hold a general meeting in
each 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.
Not more than 14 months may elapse between the date of one annual general meetingof the Club and that of the next.
5.3 The annual
general meeting shall be held at such time and place as the Committeeappoints.
Extraordinary general meetings
6.1 All general meetings other than annual general
meetings shall be called extraordinary general meetings.
6.2 The Committee may, whenever it thinks fit, and
must, on a requisition made in writing by at least 10% of the Voting Members, convene an extraordinary
6.3 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.
6.4 On receipt of the requisition, the Committee must
immediately proceed to convene an extraordinary general meeting.
6.5 If the Committee
does not proceed to call a meeting within 21 days from the date ofdeposit of the requisition, the requisitionists may convene
such a meeting.
Accidental omission to
give notice of any AGM or EGM to or non-receipt of such notice by any Member does not invalidate the proceedings
at that meeting.
8.1 No business may be transacted at any AGM or EGM
unless a quorum is present.
8.2 Save as otherwise provided in these articles 10
Voting Members personally present is a quorum
8.3 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
8.3.1 if the meeting was convened on the requisition of Members, it must be
8.3.2 in any other case the meeting stands adjourned to such time and place as the
Committee may determine such that all members may be made aware of the same 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.
9.1 The Chairman of
the Club, and failing him the Treasurer of the Club, must preside as chairman at every general meeting of the
9.2 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.
9.3 If there is no
director present, then the Voting Members may elect any one of theirnumber to be chairman of the
10.1 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.
10.2 No business may be
transacted at any adjourned meeting other than business whichmight properly have been transacted at the meeting had the
adjournment not taken place.
11. Passing of
11.1 At a general
11.1.1a 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
11.1.2an entry to that
effect in the book of proceedings of the Club 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 10% of Voting Members present
11.2 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.
12.1 Every Member of the Club may attend
general meetings of the Club but only Voting Members may vote at such meetings by a show of valid Membership
12.2 No Member may vote at any meeting
unless all the money then due from him to the Club has been paid.
12.3 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. No Member, Committee Member or Director of the Club may exercise a vote on any matter in which he
has a direct personal interest, declared or otherwise.
13.1 On a poll, votes may be given either personally or by
13.2 A proxy must be appointed in writing under the hand of the
13.3 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.
13.4 Any instrument appointing a proxy must be in the following
Vintage Japanese Motorcycle Club
being a Voting Member (no )
the above named Club appoint the Chairman of the meeting * or (name)
a Voting Member or failing him (name)
a Voting Member as my proxy to vote in my
and on my behalf at the Annual/Extraordinary General Meeting of the Club to be
and at any adjournment thereof. This form is to be used
respect of the resolutions mentioned below as follows:-
Resolution No.l for/against *
Resolution No.2 for/against
Unless otherwise instructed, the proxy may vote as he thinks fit or abstain from
strike out whichever is not desired
14.1 The Club shall be managed by a Committee which shall include
the Chairman, Treasurer and Secretary of the Club. Until otherwise determined by the Club in general meeting,
the number of members of the Committee shall not be less than eight nor more than
14.2 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 14.1 is not thereby
14.3 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.
rotation removal and disqualification of members of the Committee
15.1 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 15.2 all Committee Members may offer
themselves for election at the annual general meeting.
15.2 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 15 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 Magazine at least 30 days before the date set for the general meeting.
15.3 Any Voting Member appointed
by the Committee in accordance with article 14.2 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
15.4 The Club may, by extraordinary' resolution or (subject to the
provisions of section 303 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 15 .3 or to the provisions of section 303 as the case may be, by ordinary resolution
appoint another person in his stead.
15.5 The office of a Member of
the Committee shall automatically be vacated if:-
(a) the Member ceases to be a Voting Member;
(b) the Member resigns his office by notice in writing under his hand sent
to or left at the registered office of the Club;
(c) he becomes bankrupt or makes any arrangement or composition with
his creditors generally;
(d) 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
(e) 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
Powers and proceedings of the Committee
16.1 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.
16.2 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 16.5 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.
16.3 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.
16.4 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 owm powers and may be revoked or
altered. Subject to any such conditions, the proceedings of a sub-committee 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.
16.5 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 30 days notice of any forthcoming committee meeting.
16.6 The quorum necessary for the transaction of business at
Committee Meetings shall be two Members of the Committee.
16.7 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 Treasurer 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.
16.8 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 the 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.
16.9 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.
16.10Minutes of all meetings of the Committee and any sub-committee shall be recorded and
circulated to all Members of the Committee and where relevant sub-committee as the case may be. The Secretary
shall be entitled to be present at any meeting of the Committee or any sub-committee 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.
11The 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 by-laws 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.
17. Appointment of
17.1 The Secretary must be appointed by
the Committee for such term, at such remuneration and upon such conditions as the Committee thinks
17.2 The Committee may terminate the Secretary’s appointment and
fill a vacancy in the office as it thinks fit
17.3 As provided by 12.4, the Secretary shall not be entitled to a
vote on any matters pertaining to his appointment.
18.1 The Committee must ensure that proper books of account are
kept in respect of:-
18.1.1 all sums of
money received and expended by the Club and the matters in respect of which the receipts and expenditure take
assets and liabilities of the Club
18.2 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.
18.3 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
18.4 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.
18.5 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 the auditors report shall not less than 21 days before the date of the meeting be available on
request to all Members of the Club.
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.
Any notice to be given to or by a person pursuant to the articles shall be in writing except that a notice
calling a meeting of the Committee need not be in writing.
The Committee may give any notice to a Member of the Club either personally or by sending it by post in a
pre-paid envelope addressed to the Member at his address appearing in the club records or by leaving it at that
A Member present at any Meeting of the Committee shall be deemed to have received notice of the meeting and,
where requisite, of the purposes for which it was called.
Proof that an envelope containing a notice was properly addressed, pre-paid and posted
shall be conclusive evidence that the notice was given. A notice shall be deemed to be given at the expiration
of 48 hours after the envelope containing it was posted.
VINTAGE JAPANESE MOTORCYCLE CLUB (UK) LTD
BYE - LAWS of THE CLUB - 04/10/2015
The Club shall be called The Vintage
Japanese Motorcycle Club UK Ltd.
The Objects of the Club are set out in
the Memorandum of Association and the rules and regulations are set out in the Articles of
In these Bye-laws the Committee means
the Club Committee and the Board means the Board of Directors.
Club membership shall be open to any
person interested in the Objects of the Club.
Members shall fall into the following
(a) A subscribing Member is a Member who has a current full
membership of the Club and whose annual subscription is not unpaid within two calendar months of it becoming
(b) A voting Member is a Member who has paid a full membership
subscription to the Club and whose annual subscription is not unpaid within two calendar months of it becoming due
and was 16 years or more on the day the subscription was paid.
(c) Any person resident at the same address as that of a
Subscribing Member of the Club may enrol as a Joint Member of the Club. Joint Members of the Club may not serve on
the Committee and are not Voting Members. Joint Members will not receive individual copies of the Club
(d) Any person resident at the same address as that of a
Subscribing Member of the Club and is under the age of 16 years may enrol as a Family Member of the Club. Family
Members of the Club may not serve on the Committee and are not Voting Members. Family Members will not receive
individual copies of the Club communications
A bank account(s) shall be operated in
the name of the Club and duly authorised person(s) shall pay in all monies after due process. All cheques
drawn on Club account(s) shall be signed by at least two Members of the Committee who are registered or
authorised signatories to the account(s). All expenses must be claimed within three months of when they are
incurred. Failure to do so will result in them not being reimbursed.
All events which are to be organised in
the name of the Club shall be authorised and registered with the National Co-ordinator or in his (her)
absence the Chairman or the Editor (also for Tansha) who will acknowledge. Their contact details being
published in the Club magazine, which is circulated to all fully paid up Members.
Non-members of the Club may be allowed
to participate in events subject to the agreement with the National Co-ordinator and upon accession to
(a) Membership of the Club shall be for a period of 12
calendar months from the date of acceptance and an annual fee for membership of the Club shall be paid.
(b) Membership fees will be determined by the Committee and
where there is to be a change in fees such change shall be ratified at an Annual General Meeting.
(a) The Committee shall consist of Club Members so duly
appointed annually at a general meeting. Committee to consist of a minimum of 8 and no more than 12
(b) Any Committee Member may retire by giving 3 months
prior notice to the said Committee.
(c) The Committee shall manage all affairs of the Club and
shall have power to do everything necessary for that purpose.
(d) Committee meetings shall be held not less than three times
in every year.
(e) In an emergency additional meetings may be called on not
less than 3 days notice.
(a) The following Committee Members to be Directors, Chairman,
Treasurer and National Co-ordinator.
(b) There shall be a further 3 Directors elected by the Annual
General Meeting or postal ballot.
(c) To serve as a Director the person must be a current Member
of the Club and make a declaration that they consent to serve as a Director. The form of this declaration must
include a statement that there is no legal reason to preclude him/her being a Company Director.
11. MEMBERSHIP AND RECORDS
(a) The Membership Administrator must keep a record of Members
(b) The Secretary must keep a record of minutes of proceedings
of the Committee and the Board of Directors and any other records of the Club as required.
(c) The Treasurer must keep such books of account as the law
and the Committee(s) direct.
(d) All individual Committee Members shall keep such records
as the Committee(s) so direct.
(e) A record shall be kept by the Club Administrator of the
duties of the individual Committee Member, which shall be revised from time to time by the Committee.
(a) For social purposes the Club Members may organise into
(b) The formation of Sections shall be at the discretion of
the Committee through the National Co-ordinator.
(c) Application to establish a new Section shall be supported
by a proposal in writing to the National Co-ordinator.
(d) No Section may hold monies on behalf of the Club without
the express permission of the Committee nor may they open any bank/building society account(s) in the name of the
(e) No Section shall collect subscriptions in addition to the
membership subscriptions without express permission from the Committee on behalf of the Club and full accounts
provided to the Treasurer.
(f) All publicity material, letter heading or other
documentation relating to the Sections must have the prior written approval of the Committee through the National
(g) The Sections may organise an event, rally, or meeting, but
this should meet any regulations from time to time promulgated by the Committee with regard to such event, rally,
or meeting. The said event, rally, or meeting must also comply with the requirements of the Club insurers at that
(h) All VJMC events open to the fee paying general public must
be properly financially managed. To this end a profit and loss or balance sheet must be delivered to the Club’s
main address within six weeks of the end of all and any events. VAT receipts must be provided for all transactions.
All and any donations made by Sections to charities or suitable organisations MUST be validated, by a receipt from
said charities or suitable organisations.
Except such loss as arises from their respective wilful
default the Members of the Committee shall not be liable (otherwise than as a Member of the Club) for any loss
suffered by the Club as a result of the discharge of their respective duties on its behalf and they shall be
entitled to an indemnity out of the assets of the Club for all expenses and other liabilities incurred by them in
the discharge of their respective duties.
(a) Any Member proposing or seconding a motion for the Annual
General Meeting must be in attendance on the day.
(b) For a proposition to be carried, a two-thirds majority is
(c) The Annual General Meeting must be held at no more than
fourteen month intervals.
(a) The Committee may expel any Member who offends against the
Articles and Bye-laws of the Club or whose conduct in the opinion of the Committee renders the Member unfit for
membership of the Club.
(b) Before any such Member is expelled the Committee must give
them 14 days written prior notice to appeal.
(c) Expulsion can only be carried out with a two-thirds
majority of the Committee.
(d) The Committee may also suspend a Member with
immediate effect pending such meeting of the Committee if the Committee feels it appropriate to do