Historic Lotus Register - Rules and Constitution

Summary of changes	Revised HLR Constitution Go to Constitution and Rules Dear Member, The Officers and Registrars of HLR were called to an Extraordinary General Meeting on 27th February 2005 at which the Constitution was brought up to date in line with the current needs of members. The significant changes are summarised as follows: Paragraph 2.ii. It is considered that the range of Historic Lotus cars covered by HLR should be extended when necessary (excluding the Elite and subsequent production road cars). The Body of Registrars are no longer constrained by a list of Marks, but can appoint a Registrar in future for any Mark that it is considered practical to include under the auspices of HLR. 2.iii The Magazine Historic Lotus should be published at least three times per year --------- ideally in practice quarterly. 2.vi The HLR Website or similar means of communication in the future, should become an integral part of HLR. 4.ii Emphasis that members of the Body of Registrars should always be generally acceptable to the Membership as a whole. 4.3.iii Setting out the duties of the General Secretary, particularly in regard to the voting rights of members when electing Officers. 4.3.iv Amalgamation of the posts of Treasurer and Membership Secretary in accordance with the practice since the first appointment of Officers in 1999. 4.3.vii Formal establishment of the post of Competition Secretary, together with an outline of duties. 4.4 Establishment of a management Committee to deal with the day-to-day running of HLR. With the likely increase of Marks covered and hence Registrars, the BOR is considered unwieldy for this task except for decisions of extreme importance. The Committee to consist of the six Officers and six elected Registrars, the Chairman having a casting vote. 4.7 To enable co-options to the BOR for any particular task. 6.2 Minor change to the HLR bank account operation if a particular Officer is based overseas. 6.3 Formalisation of the Treasurer’s ability to pay for legitimate HLR expenses. 6.4 Change the end of the financial year to the 30th September to align with the AGM each November. 7.2 Members entitled to vote at the AGM must have paid their fees for the previous financial year. 7.3 Frequency of the meeting of the BOR to be at least every 15 months --------- ideally annually. 7.4 Definition of the quorum for voting of the new Committee. 7.6 Opportunity for members to vote at the AGM, whether in attendance or not. It is to be hoped that these changes, detailed in the copy of the Revised Constitution dated May 2005, (and shown below) will bring benefit to all members for the foreseeable future. Victor Thomas 10 May 2005 Top of page
	CONSTITUTION AND RULES of THE HISTORIC LOTUS REGISTER [changes are show in bold text] 1. AT A MEETING OF REGISTRARS held at The Moat House, Oxford, on the Sixteenth. day of May One Thousand Nine-Hundred and Ninety Nine the articles herein were unanimously agreed by the undersigned as the formal Constitution and Rules by which the administration of The Historic Lotus Register (hereinafter referred to as HLR) and the conduct of its members shall be governed. This text includes formal amendments that were Approved at meetings on the 10th November 2001 and 27th February 2005. DEFINITIONS [a] The Body of Registrars shall consist of all the Registrars together with the Officers of ` HLR and be referred to as the BOR. [b] The Committee shall consist of the Officers of HLR together with up to 6 Registrars elected by all the Registrars. 2. HLR STATUS AND OBJECTIVES - HLR exists as a non-profit-making, membership-subscription-funded organisation. Its objectives are to: i. Recruit to its membership owners and enthusiasts of early Lotus cars, including those willing to serve as registrars (herein referred to as Registrars), in relation to specific marks/types of Lotus. ii. Register details of any Historic Lotus Car Marks/Types (excepting the Mark 14) as approved at any one time by the BOR and encourage related research and the recording and exchange of relevant historical and technical data. iii. Publish and circulate at least three times a year a periodical entitled Historic Lotus as well as other printed matter pertaining to early Lotus cars, at all times honouring all copy and property rights and acknowledging both known and identifiable sources. iv. Organise and/or authorise the organisation of car-related social events for its members. v. Seek and maintain affiliated membership of the Motor Sports Association Limited of the United Kingdom [or its legal successor] and to encourage competitive Lotus car events, including but not limited to racing, rallying, hill climbing, trials, record attempts, driving tests, strictly in accordance with the rules of the MSA Ltd of the United Kingdom and/or abroad, or publications of any accredited National Sporting Authority (ASN) [Autorités Sportives Nationales]. vi. Set up and maintain an HLR Website and/or any other means of communication to both existing and potential members. vii. Exercise all control and rights over any use of its emblem and marks, both past and present and protect against and contest any misuse or abuse thereof. 3. MEMBERSHIP 3.1 Membership shall be open to all persons having interest in early Lotus cars, subject always to their acceptance by a majority of the Committee and to their: i. Completing an official membership application form ii Undertaking that if accepted for membership they will abide by the Constitution and all Rules of HLR, both as in force and as may subsequently be modified in accordance with the provisions of Article 10, uphold the good name of HLR, do nothing which may reflect adversely on the honour and credibility of its name, to the best of their ability at all times promote its declared interests and objectives, and use its name only for the furtherance of those interests and objectives and for no other purpose whatever without the written approval of the Committee. iii. Promising to promptly pay all due annual subscriptions in the amounts as decided by a majority of the Body of Registrars from time to time, as well as all other sums for which they may become liable to HLR. 3.2 Honorary Membership may be granted to any person or withdrawn by a majority decision of the Committee. 4. ADMINISTRATION OF HLR 4.1 The affairs of HLR shall be administered in a legal manner and in accordance with the articles herein, with general management authority being vested in the BOR, comprising only of members in good-standing. 4.2 The BOR shall all be volunteers and/or willing appointees acceptable to the Membership in regard to their ability to honourably represent the interests of HLR. 4.3 The Members shall by majority vote appoint annually from the Registrars or general membership those willing to serve as Honorary Officers (herein referred to as Officers) and to report to and be answerable to the BOR in respect of their duties and responsibilities , including: i Chairman ii Vice Chairman iii. General Secretary - who shall notify the calling of meetings of the BOR, the Committee and/or Members and keep and distribute minutes of all such meetings with the next immediate edition of Historic Lotus. Shall also conduct communication and record democratic resolutions of the Committee and the BOR including the circulation of discussion messages and voting communications. Shall also request from the membership as a whole nominations for the posts of Officers in good time prior to the AGM, establish the willingness of the nominees and then send out voting instructions, plus any personal statement from nominees, to be received by the members at least two weeks before the AGM. iv. Treasurer and Membership Secretary - who shall keep records correctly detailing the financial affairs of HLR, and shall keep a register of members and collect and account for all subscription revenue received by him or her. v. Magazine Editor - who shall be responsible for the publication of Historic Lotus, the editorial and correspondence content of which shall be the property of HLR while individual contributions of articles shall, unless specifically agreed in writing, be deemed to be and remain the property of their respective copyright holders. vi. Competition Secretary who shall liase with the MSA, arrange invitations for members to compete, co-ordinate HLR presence at meetings and keep the members informed of forthcoming events. 4.4 i. The day-to-day administration of HLR may be placed by the BOR in the hands of the Committee which shall be answerable for its conduct to the BOR as a whole. ii. The Committee shall comprise of : [a] the current Officers of HLR [six ], plus [b] a maximum of six Registrars elected annually by the Registrars. iii. The Committee shall be responsible by majority for decisions upon matters arising from finance, membership, website, advertising, publicity, publications, events, competitions and any other matters as decided from time to time by the BOR . iv. Should any Officer resign, then the Committee shall have the power to co-opt a suitable replacement for the remainder of the year . Should any Registrar resign from the Committee, then the Registrars shall have the power to elect a replacement. 4.5 Any member-in-good-standing may put his or her name forward for selection by the BOR as a Registrar. (A Registrar may also serve as an Officer but no one person may hold more than one office at any time). 4.6 Registrars and Officers are individually answerable to the BOR for all acts they do in the name of HLR, and may, if warranted, be disciplined, called upon to resign from office and or membership and or have their membership terminated by majority will of the BOR in like manner to any other member of HLR, as in Article 5 below. 4.7 The names and addresses of all those for the time being serving as Registrars and Officers and those co-opted to the BOR will be regularly published in Historic Lotus. 5. TERMINATION OF MEMBERSHIP 5.1 Individual membership will automatically be deemed to have lapsed in the case that any subscription payment has not been received within three months of its due date. Membership and benefits will then cease and any lapsed member wishing to rejoin HLR will be required to make new application for the consideration of the Committee. 5.2 Any individual not complying with the provisions of 3.1 will immediately cease to be eligible for membership of HLR and will be automatically struck off the register of members. Any application for reinstatement of membership may be made by written appeal setting out just grounds but the Committee shall not be bound to consider or to agree any reinstatement when in their majority opinion such reinstatement would not be in the best interests of HLR and/or the majority of its members. 5.3 In the case of any complaint received against any member and/or if any member has in the opinion of a majority of the Committee acted in any manner detrimental to the best interests and objectives of HLR, he, she or they may be called upon to provide account and explanation of such action/s to the Committee, either in writing or in person within fourteen days and any failure to respond may result in summary termination of membership. Where account and explanation are received and a majority of the Committee then deems the complaint and/or its own opinion as to the member's action/s have been justified the Committee alone may decide such disciplinary action as may be appropriate and legal, including the suspension and/ or termination of membership. 6. FINANCIAL ACCOUNTABILITY 6.1 The serving Treasurer is responsible for keeping accounts in a legally-acceptable manner, accounting for all the rightful receipts of HLR and for all expenditure from HLR funds. Expenditure shall always be subject to the assent of the serving Treasurer who may veto any intended expenditure for which available funds, allowing for prior commitments and obligations, may be insufficient. 6.2 All funds collected in the name of HLR or rightfully belonging to it shall be applied by the Treasurer to a bank account opened in the name of HLR under a mandate naming the Chairman, General Secretary and Treasurer and Membership Secretary [or other Officer should this be appropriate] and including their signatures and requiring for its operation two of those signatures. 6.3 Collected subscriptions and donations shall first be applied to the legal and contractual obligations of HLR and secondly to defray costs in producing and circulating Historic Lotus and other publications and/or circulars and legitimate expenses. 6.4 The serving Treasurer has the duty to prepare a statement of HLR accounts within one month from the end of every financial year and to copy same to the BOR and make it available to members in good time prior to the AGM . Each financial year will commence 1st October and end 30th September next. 6.5. Surplus funds may be applied to the general benefit of HLR members or, if and when applicable, as provided in Article 9. 7. MEETINGS 7.1 An Annual General Meeting (AGM) of Registrars, Officers and Members shall normally be convened to be held no later than thirty days after the circulation of the financial statement referred to in 6.4 and never later than fifteen months after the last preceding AGM. Members entitled to vote must have been approved paid-up members in the financial year preceding the year in which the AGM falls.. An annual meeting of the BOR shall be convened never later than 15 months after the last meeting. 7.2 For business to be conducted at an AGM and/or any meeting of the BOR or Committee or any voting procedure of the BOR or Committee, a minimum of five Registrars and/or Officers shall be present or participate in a formal vote. 7.3 The individual voting right for any meeting that any individual member is entitled to vote is one per member, save that the Chairman of the meeting alone is entitled in addition to his individual vote to one casting vote to be used at his or her own discretion. 7.4 For the election of Officers or specified recommendation for co-options to the BOR, members should be given the opportunity to register votes prior to a meeting which they will not attend . 8. OFFICIAL ADDRESS - The official address of HLR shall be that of the current General Secretary or that published and circulated to members in Historic Lotus. 9. DISSOLUTION 9.1 HLR may be dissolved only by majority resolve at a properly-convened Extraordinary Meeting of Members of which a minimum fourteen days prior notice shall have been given in writing to all members-in-good-standing and at which at least five Registrars and or Officers are present. 9.2 In the event of any dissolution as provided for in Article 9.1, all assets of HLR shall, after first providing for the payment of all debts and clearing of all liabilities, either be promptly distributed equally among the current members-in-good-standing or be donated to a Registered charity approved by the majority attending the dissolution meeting. The records of HLR shall thereafter remain with the individual Registrars by whom they are being held at the time of dissolution. 10. ALTERATIONS TO RULES 10.1 The Constitution and Rules of HLR may be repealed, amended or added to only by the resolution of a two-thirds majority of those entitled to vote, at an Extraordinary Meeting of the BOR of which a minimum fourteen days prior notice shall have been given in writing. 10.2 Any alterations to the HLR Constitution and Rules made in accordance with Article 10.1 shall be notified in writing to all members-in-good-standing with the next immediate edition of Historic Lotus. VFT 1st May 2005 Top of page

Summary of changes

Revised HLR Constitution

Dear Member,

The Officers and Registrars of HLR were called to an Extraordinary General Meeting on 27th February 2005 at which the Constitution was brought up to date in line with the current needs of members.

The significant changes are summarised as follows:

Paragraph 2.ii. It is considered that the range of Historic Lotus cars covered by HLR should be extended when necessary (excluding the Elite and subsequent production road cars). The Body of Registrars are no longer constrained by a list of Marks, but can appoint a Registrar in future for any Mark that it is considered practical to include under the auspices of HLR.

2.iii The Magazine Historic Lotus should be published at least three times per year ---------
ideally in practice quarterly.

2.vi The HLR Website or similar means of communication in the future, should become an integral part of HLR.

4.ii Emphasis that members of the Body of Registrars should always be generally acceptable to the Membership as a whole.

4.3.iii Setting out the duties of the General Secretary, particularly in regard to the voting rights of members when electing Officers.

4.3.iv Amalgamation of the posts of Treasurer and Membership Secretary in accordance with the practice since the first appointment of Officers in 1999.

4.3.vii Formal establishment of the post of Competition Secretary, together with an outline of duties.

4.4 Establishment of a management Committee to deal with the day-to-day running of HLR. With the likely increase of Marks covered and hence Registrars, the BOR is considered unwieldy for this task except for decisions of extreme importance. The Committee to consist of the six Officers and six elected Registrars, the Chairman having a casting vote.

4.7 To enable co-options to the BOR for any particular task.

6.2 Minor change to the HLR bank account operation if a particular Officer is based overseas.

6.3 Formalisation of the Treasurer’s ability to pay for legitimate HLR expenses.

6.4 Change the end of the financial year to the 30th September to align with the AGM each November.

7.2 Members entitled to vote at the AGM must have paid their fees for the previous financial year.

7.3 Frequency of the meeting of the BOR to be at least every 15 months --------- ideally annually.

7.4 Definition of the quorum for voting of the new Committee.

7.6 Opportunity for members to vote at the AGM, whether in attendance or not.

It is to be hoped that these changes, detailed in the copy of the Revised Constitution dated May 2005, (and shown below) will bring benefit to all members for the foreseeable future.

Victor Thomas 10 May 2005

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CONSTITUTION AND RULES
of
THE HISTORIC LOTUS REGISTER

[changes are show in bold text]

1. AT A MEETING OF REGISTRARS held at The Moat House, Oxford, on the Sixteenth. day of May One Thousand Nine-Hundred and Ninety Nine the articles herein were unanimously agreed by the undersigned as the formal Constitution and Rules by which the administration of The Historic Lotus Register (hereinafter referred to as HLR) and the conduct of its members shall be governed. This text includes formal amendments that were Approved at meetings on the 10th November 2001 and 27th February 2005.

DEFINITIONS
[a] The Body of Registrars shall consist of all the Registrars together with the Officers of
` HLR and be referred to as the BOR.
[b] The Committee shall consist of the Officers of HLR
together with up to 6 Registrars elected by all the Registrars.

2. HLR STATUS AND OBJECTIVES - HLR exists as a non-profit-making, membership-subscription-funded organisation. Its objectives are to:
i. Recruit to its membership owners and enthusiasts of early Lotus cars, including those willing to serve as registrars (herein referred to as Registrars), in relation to specific marks/types of Lotus.
ii. Register details of any Historic Lotus Car Marks/Types (excepting the Mark 14) as approved at any one time by the BOR and encourage related research and the recording and exchange of relevant historical and technical data.
iii. Publish and circulate at least three times a year a periodical entitled Historic Lotus as well as other printed matter pertaining to early Lotus cars, at all times honouring all copy and property rights and acknowledging both known and identifiable sources.
iv. Organise and/or authorise the organisation of car-related social events for its members.
v. Seek and maintain affiliated membership of the Motor Sports Association Limited of the United Kingdom [or its legal successor] and to encourage competitive Lotus car events, including but not limited to racing, rallying, hill climbing, trials, record attempts, driving tests, strictly in accordance with the rules of the MSA Ltd of the United Kingdom and/or abroad, or publications of any accredited National Sporting Authority (ASN) [Autorités Sportives Nationales].
vi. Set up and maintain an HLR Website and/or any other means of communication to both existing and potential members.
vii. Exercise all control and rights over any use of its emblem and marks, both past and present and protect against and contest any misuse or abuse thereof.

3. MEMBERSHIP
3.1 Membership shall be open to all persons having interest in early Lotus cars, subject always to their acceptance by a majority of the Committee and to their:
i. Completing an official membership application form
ii Undertaking that if accepted for membership they will abide by the Constitution and all Rules of HLR, both as in force and as may subsequently be modified in accordance with the provisions of Article 10, uphold the good name of HLR, do nothing which may reflect adversely on the honour and credibility of its name, to the best of their ability at all times promote its declared interests and objectives, and use its name only for the furtherance of those interests and objectives and for no other purpose whatever without the written approval of the Committee.
iii. Promising to promptly pay all due annual subscriptions in the amounts as decided by a majority of the Body of Registrars from time to time, as well as all other sums for which they may become liable to HLR.
3.2 Honorary Membership may be granted to any person or withdrawn by a majority decision of the Committee.

4. ADMINISTRATION OF HLR
4.1 The affairs of HLR shall be administered in a legal manner and in accordance with the articles herein, with general management authority being vested in the BOR, comprising only of members in good-standing.
4.2 The BOR shall all be volunteers and/or willing appointees acceptable to the Membership in regard to their ability to honourably represent the interests of HLR.
4.3 The Members shall by majority vote appoint annually from the Registrars or general membership those willing to serve as Honorary Officers (herein referred to as Officers) and to report to and be answerable to the BOR in respect of their duties and responsibilities , including:
i Chairman
ii Vice Chairman
iii. General Secretary - who shall notify the calling of meetings of the BOR, the Committee and/or Members and keep and distribute minutes of all such meetings with the next immediate edition of Historic Lotus.
Shall also conduct communication and record democratic resolutions of the Committee and the BOR including the circulation of discussion messages and voting communications.
Shall also request from the membership as a whole nominations for the posts of Officers in good time prior to the AGM, establish the willingness of the nominees and then send out voting instructions, plus any personal statement from nominees, to be received by the members at least two weeks before the AGM.
iv. Treasurer and Membership Secretary - who shall keep records correctly detailing the financial affairs of HLR, and shall keep a register of members and collect and account for all subscription revenue received by him or her.
v. Magazine Editor - who shall be responsible for the publication of Historic Lotus, the editorial and correspondence content of which shall be the property of HLR while individual contributions of articles shall, unless specifically agreed in writing, be deemed to be and remain the property of their respective copyright holders.
vi. Competition Secretary who shall liase with the MSA, arrange invitations for members to compete, co-ordinate HLR presence at meetings and keep the members informed of forthcoming events.

4.4 i. The day-to-day administration of HLR may be placed by the BOR in the hands of the Committee which shall be answerable for its conduct to the BOR as a whole.
ii. The Committee shall comprise of :
[a] the current Officers of HLR [six ], plus
[b] a maximum of six Registrars elected annually by the Registrars.
iii. The Committee shall be responsible by majority for decisions upon matters arising from finance, membership, website, advertising, publicity, publications, events, competitions and any other matters as decided from time to time by the BOR .
iv. Should any Officer resign, then the Committee shall have the power to co-opt a suitable replacement for the remainder of the year . Should any Registrar resign from the Committee, then the Registrars shall have the power to elect a replacement.
4.5 Any member-in-good-standing may put his or her name forward for selection by the BOR as a Registrar. (A Registrar may also serve as an Officer but no one person may hold more than one office at any time).

4.6 Registrars and Officers are individually answerable to the BOR for all acts they do in the name of HLR, and may, if warranted, be disciplined, called upon to resign from office and or membership and or have their membership terminated by majority will of the BOR in like manner to any other member of HLR, as in Article 5 below.

4.7 The names and addresses of all those for the time being serving as Registrars and Officers and those co-opted to the BOR will be regularly published in Historic Lotus.

5. TERMINATION OF MEMBERSHIP
5.1 Individual membership will automatically be deemed to have lapsed in the case that any subscription payment has not been received within three months of its due date. Membership and benefits will then cease and any lapsed member wishing to rejoin HLR will be required to make new application for the consideration of the Committee.
5.2 Any individual not complying with the provisions of 3.1 will immediately cease to be eligible for membership of HLR and will be automatically struck off the register of members. Any application for reinstatement of membership may be made by written appeal setting out just grounds but the Committee shall not be bound to consider or to agree any reinstatement when in their majority opinion such reinstatement would not be in the best interests of HLR and/or the majority of its members.
5.3 In the case of any complaint received against any member and/or if any member has in the opinion of a majority of the Committee acted in any manner detrimental to the best interests and objectives of HLR, he, she or they may be called upon to provide account and explanation of such action/s to the Committee, either in writing or in person within fourteen days and any failure to respond may result in summary termination of membership. Where account and explanation are received and a majority of the Committee then deems the complaint and/or its own opinion as to the member's action/s have been justified the Committee alone may decide such disciplinary action as may be appropriate and legal, including the suspension and/ or termination of membership.

6. FINANCIAL ACCOUNTABILITY
6.1 The serving Treasurer is responsible for keeping accounts in a legally-acceptable manner, accounting for all the rightful receipts of HLR and for all expenditure from HLR funds. Expenditure shall always be subject to the assent of the serving Treasurer who may veto any intended expenditure for which available funds, allowing for prior commitments and obligations, may be insufficient.
6.2 All funds collected in the name of HLR or rightfully belonging to it shall be applied by the Treasurer to a bank account opened in the name of HLR under a mandate naming the Chairman, General Secretary and Treasurer and Membership Secretary [or other Officer should this be appropriate] and including their signatures and requiring for its operation two of those signatures.
6.3 Collected subscriptions and donations shall first be applied to the legal and contractual obligations of HLR and secondly to defray costs in producing and circulating Historic Lotus and other publications and/or circulars and legitimate expenses.
6.4 The serving Treasurer has the duty to prepare a statement of HLR accounts within one month from the end of every financial year and to copy same to the BOR and make it available to members in good time prior to the AGM . Each financial year will commence 1st October and end 30th September next.
6.5. Surplus funds may be applied to the general benefit of HLR members or, if and when applicable, as provided in Article 9.

7. MEETINGS
7.1 An Annual General Meeting (AGM) of Registrars, Officers and Members shall normally be convened to be held no later than thirty days after the circulation of the financial statement referred to in 6.4 and never later than fifteen months after the last preceding AGM.
Members entitled to vote must have been approved paid-up members in the financial year preceding the year in which the AGM falls..
An annual meeting of the BOR shall be convened never later than 15 months after the last meeting.
7.2 For business to be conducted at an AGM and/or any meeting of the BOR or Committee or any voting procedure of the BOR or Committee, a minimum of five Registrars and/or Officers shall be present or participate in a formal vote.
7.3 The individual voting right for any meeting that any individual member is entitled to vote is one per member, save that the Chairman of the meeting alone is entitled in addition to his individual vote to one casting vote to be used at his or her own discretion.
7.4 For the election of Officers or specified recommendation for co-options to the BOR, members should be given the opportunity to register votes prior to a meeting which they will not attend .

8. OFFICIAL ADDRESS - The official address of HLR shall be that of the current General Secretary or that published and circulated to members in Historic Lotus.

9. DISSOLUTION
9.1 HLR may be dissolved only by majority resolve at a properly-convened Extraordinary Meeting of Members of which a minimum fourteen days prior notice shall have been given in writing to all members-in-good-standing and at which at least five Registrars and or Officers are present.
9.2 In the event of any dissolution as provided for in Article 9.1, all assets of HLR shall, after first providing for the payment of all debts and clearing of all liabilities, either be promptly distributed equally among the current members-in-good-standing or be donated to a Registered charity approved by the majority attending the dissolution meeting. The records of HLR shall thereafter remain with the individual Registrars by whom they are being held at the time of dissolution.

10. ALTERATIONS TO RULES
10.1 The Constitution and Rules of HLR may be repealed, amended or added to only by the resolution of a two-thirds majority of those entitled to vote, at an Extraordinary Meeting of the BOR of which a minimum fourteen days prior notice shall have been given in writing.
10.2 Any alterations to the HLR Constitution and Rules made in accordance with Article 10.1 shall be notified in writing to all members-in-good-standing with the next immediate edition of Historic Lotus.

VFT 1st May 2005

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