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Historic Lotus Register | HLR Policies and Articles of Association |
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This page contains details of the HLR's Cookie and Privacy policies, the complete memorandum and articles of association and the disclaimer.
www.historiclotusregister.co.uk is a site operated by the Historic Lotus Register Ltd.
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How to control and delete cookies.
In general, you can restrict or block cookies which are set by websites using your browser settings. Cookies are blocked by activating the setting on your browser that allows you to refuse the setting of all or some cookies. However, if you use your browser settings to block all cookies (including essential cookies) you wil not be able to access the Members' area of this site, and all or parts of other websites.
You may wish to visit www.aboutcookies.org which contains comprehensive information on how to block cookies on a wide variety of browsers. You will also find details on how to delete cookies from your device as well as more general information about cookies.
Third party services
Please note that third parties (including, for example, advertising networks, providers of external services such as web traffic analysis services, and your internet browser) may also use cookies, over which we have no control. These cookies are likely to be analytical/performance cookies or targeting cookies.
Our site also includes links to other websites. These websites may set cookies if you click through. We do not control the dissemination of these cookies and you should check the relevant third party website for more information about these.
Questions or comments regarding this policy should be addressed to the Club Secretary
In line with the new EU General Data Protection Regulation, which took effect on 26th May 2018, our Privacy Policy has been updated.
Historic Lotus register is a 'not for profit' organisation, relating to a hobby and consequently is not required to register with the ICO (information Commissioners Office).
We take your privacy seriously and only use any data to carry out our administration of your club membership, notifications of activities and competitions. When using your information we are regulated by the GDPR act and we aim to be fair and transparent and diligent in our duty of confidentiality.
The HLR is the Data Controller for the purpose of the GDPR and the Data Protection Act 2018. Our club contact for Privacy and Data is HLR Ltd Hon Secretary, Greystones, Brentor, Tavistock, DEVON, PL19 0LX UK.
The information we collect from you and use.
The main personal data we hold is the information you provide when filling out your membership application or renewal forms and event entry forms. The information you give us may include your contact details (name, address, telephone number, email address), personal information and identifiers (date of birth, competition license number) and other information (vehicle detail). If you are giving us the details of another person, such as a child, parent, guardian, or emergency contact you should let that person know that you have given us the information.
Using your information
We use your information when you first apply to become a member and then to administer and renew your Club Membership and provide you with Member Benefits. We also use your information when you enter Club Events. For events/competitions, we will share some of your details as applicable, which will be in the public domain.
We may ask you for Emergency Contact and Next of Kin details which we will only use in an emergency and which is used for a legitimate interest. You should let the Contact and Next of Kin know that you have given this information to us.
We might use your information to send you marketing messages by email, but only if you have agreed that we can do this by giving us your clear consent which we understand is implicit by becoming a member. You can change your mind at any time just by letting us know by email, or by writing to: HLR Membership Secretary, 9, Nevill Street, Abergavenny, Monmouthshire, NP7 5AA.
We will not sell your information to another organisation.
To support your lifetime relationship with Historic Lotus Register, we may keep your information indefinitely, unless you ask us to delete it. In the event of you leaving the club your data will be held for 24 months before being deleted.
Sharing Your Information
We may share your information with event organisers or the Motor Sports Association as required by their general regulations for governing event participation in motor sport. Event organisers can include other MSA registered clubs and their medical personnel or any other person where we have to comply with a legal obligation, for example Event Organisers, in order to administer entry, signing on and for inclusion in programmes.
Our Website
www.historiclotusregister.co.uk is a site operated by the Historic Lotus Register Ltd.
This site does not use cookies, so it will continue to work as expected if cookies are disabled.
For more detail about how we use cookies, please go to our Cookie Policy
Further general information about cookies is available on www.aboutcookies.org
The club website contains links to other websites such as other Lotus Clubs, online entry and payment sites, partners and vendors of Lotus cars. These are for knowledge, event information and entertainment. We are not responsible for information you share on those sites, if you follow links to other websites please review the privacy policy for each site.
Security - for your information
Your information is held securely by us. We have taken all reasonable steps, and have in place appropriate security measures, including a GDPR compliant data storage system, to protect your information. Your information is not transferred outside the European Economic Area.
Your Rights
You may ask us not to process your information for marketing purposes. You are entitled to a copy of the information we hold about you, and to ask us to correct any inaccuracies.
You may ask us to stop using your information, and to delete it. If you ask us to do this we will not be able to continue our contract with you.
You may make a complaint to the Information Commissioner (www.ico.org.uk).
HLR Ltd Hon Secretary, Greystones, Brentor, Tavistock, DEVON, PL19 0LX UK.
Historical Context
This was originally published in Historic Lotus, issue 100, Spring 2020
When the HLR was founded by a small group of enthusiasts of early Lotus cars, its aims were mutually understood and accepted. More than twenty years later, these were first formally summarised in a written constitution dated 16th May 1999, subsequently amended on 10th November 2001 and 27th February 2005.
The aims as contained in the Constitution were inter-alia to "Recruit to its membership owners and enthusiasts of early Lotus Cars, including those willing to serve as Registrars in relation to specific marks/types of Lotus" and "Register details of any Historic Lotus car/types (excepting the Type 14) as approved at any time by the BOR (Board of Registrars) ......"
The Constitution was based on the HLR being an unincorporated voluntary organisation of interested enthusiasts, rather than a Company. By 2014 the Historic Lotus Register had grown significantly in the range of car marks/types registered, membership and attained international recognition as an authority on those early Lotus cars types included within its Register. The marketplace for 'historic' cars had become increasingly litigious in nature, particularly involving contested provenance claims for competition cars of any significant age and value.
When proposals for merging with Club Elite, (at the time itself a Limited Company), were approved on AGM authority, the HLR was incorporated as a Limited Company including Club Elite.
HLR Ltd, Company Number 9899386, was incorporated on 2nd December 2015 under the Companies Act 2006 as a private company. The company is limited by guarantee, and the situation of its registered office is in England and Wales.
This meant that the pre-existing constitution was replaced to comply with the Companies Act requirements for Articles of Association for limited Companies. These Articles required the appointment of Directors, who became legally responsible for the conduct of the Company. Whilst the new Articles of Association generally followed the previous constitution, the phrase 'Historic Lotus cars' was more specifically defined as 'early Lotus sports and racing cars produced in the 1950s and 60s.'
The creation of the Limited Company also meant that members could be covered by the Public Liability insurance taken out by the Company, (subject to the policy wording which requires principally the use of a disclaimer on all Company correspondence). The Directors believe that maintenance of this insurance is fundamental to protect HLR, its members and Officers, and the Registrars in particular, in the event of claims from third parties disputing car specific information held on file in support of its Register.
Consequences of incorporation
The direct and unavoidable consequence of being incorporated as a company limited by guarantee can be summarised as affecting:
1. Members of HLR Ltd
Liability of individual members now limited to £1 in the event of the company being wound up.
2. Business Accountabilities and Governance of HLR Ltd
(i). The Directors of HLR Ltd are individually and collectively responsible in law for the direction, management and conduct of its business. The HLR Ltd AGM's elected Chairman, Vice Chairman, Hon Secretary, Treasurer and Competition Secretary are its appointed Directors.
(ii). Directors may delegate powers to individuals or committees, as they determine from time to time. Such Officers and Committees will have their role and responsibilities agreed and approved by the Directors. They will also affirm those delegated powers necessary for conducting the appointed activities.
Hence:
(a). Directors are responsible for approving the role and responsibilities of the Body of Registrars (BoR) Committee.
(b). Directors are responsible for agreeing and confirming the appointment of those HLR Officers not elected at the AGM, including Registrars as proposed by the Body of Registrars Committee.
(c). Directors are responsible for approving additional registers of historic Lotus car marks/types produced in the 1950's and 1960's, as proposed by the Body of Registrars Committee.
(iii). Registrars remain at the very core of HLR's activities. For this reason alone, none of the responsibilities now discharged by HLR Ltd's AGM elected Officer Directors detract from the value or contribution of the Registrars as individual Lotus historians or through their collective Body of Registrars Committee activities.
The primary purpose of the Registrar role remains unchanged, that is: "To Register details of any historic Lotus car Mark/Type produced in the 1950's and 1960's as approved at any one time by the Directors" (Ref: HLR Ltd Cert of incorporation, Part 1, 2 (2) (b)).
The Registrar role no longer includes additional responsibilities for the direction, management and overall conduct of HLR business. However, Registrars' collective opinions, recommendations and proposals are valued and actively sought through consultation with the Body of Registrars Committee.
The business of HLR Ltd is summarised in its Certificate of incorporation, Ref Part 1, 2(2) (H) TO (fl(iv). The Body of Registrars Committee's role is to co-ordinate and support the activities of all Registrars, in co-operation with the Directors and Officers of HLR Ltd, irrespective of their geographic location. This role includes specific activities which the Directors may, from time to time, have delegated their powers for.
Typically, delegated powers are focussed on the Registrar role's core historian type activities, including Registrar professional and role related business development needs.
The Articles of Association cover many other aspects of the Company's, Officers' and Members' responsibilities, and can be viewed below or on the Companies House website quoting the Company number 9899386 - link here.
The Companies Act 2006
PRIVATE COMPANY
NOT HAVING A SHARE CAPITAL
MEMORANDUM AND ARTICLES
OF ASSOCIATION
OF
HISTORIC LOTUS REGISTER LIMITED
Certificate Number:
09899386
Incorporated on:
2nd December 2015
COMPANY NOT HAVING A SHARE CAPITAL
Memorandum of association of HISTORIC LOTUS REGISTER LIMITED
Each subscriber to this memorandum of association wishes to form a company under the Companies Act 2006 and agrees to become a member of the company.
Name of each subscriber
Mr Malcolm Edward Ricketts
Mr Peter James Horsman
Mr Douglas Crawford Lamb
Mr Kevin Dirk Whittle
Mr Michael George Stripe
Mr Paul Trevor Davis
2 December 2015
ARTICLES OF ASSOCIATION
HISTORIC LOTUS REGISTER LIMITED
A PRIVATE COMPANY LIMITED BY GUARANTEE FORMED UNDER THE COMPANIES ACT 2006
INDEX TO THE ARTICLES
PART 1 - INTERPRETATION AND LIMITATION OF LIABILITY
1. Defined terms
2. Liability of members
PART 2 - DIRECTORS
DIRECTORS' POWERS AND RESPONSIBILITIES
3. Directors' general authority
4. Members' reserve power
5. Directors may delegate
6. Committees
DECISION-MAKING BY DIRECTORS
7. Directors to take decisions collectively
8. Unanimous decisions
9. Calling a directors' meeting
10. Participation in directors' meetings
11. Quorum for directors' meetings
12. Chairing of directors' meetings
13. Casting vote
14. Conflicts of interest and impairment of reputation
15. Records of decisions to be kept
16. Directors' discretion to make further rules
APPOINTMENT OF DIRECTORS
17. Methods of appointing directors
18. Termination of director's appointment
19. Directors' remuneration
20. Directors' expenses
PART 3 - MEMBERS
BECOMING AND CEASING TO BE A MEMBER
21. Applications for membership
22. Termination of membership
ORGANISATION OF GENERAL MEETINGS
23. Attendance and speaking at general meetings
24. Quorum for general meetings
25. Chairing general meetings
26. Attendance and speaking by directors and non-members
27. Adjournment
VOTING AT GENERAL MEETINGS
28. Voting: general
29. Errors and disputes
30. Poll votes
31. Content of proxy notices
32. Delivery of proxy notices
33. Amendments to resolutions
PART 4 - ADMINISTRATION
ADMINISTRATIVE ARRANGEMENTS
34. Means of communication to be used
35. Company seals
36. No right to inspect accounts and other records
37. Cessation of business
DIRECTORS' INDEMNITY AND INSURANCE
38. Indemnity
39. Insurance
PART 1 - INTERPRETATION AND LIMITATION OF LIABILITY
Defined terms:
1. In the articles, unless the context requires otherwise:
"articles" means the company's articles of association;
"bankruptcy" includes individual insolvency proceedings in a jurisdiction other than England and Wales or Northern Ireland which have an effect similar to that of bankruptcy;
"business" has the meaning given in article 3,
"chairman" has the meaning given in article 12;
"chairman of the meeting" has the meaning given in article 25;
"Companies Acts" means the Companies Acts (as defined in section 2 of the Companies Act 2006), in so far as they apply to the company;
"Company's business" shall mean the business of the company,
"director" means a director of the company, and includes any person occupying the position of director, by whatever name called;
"document" includes, unless otherwise specified, any document sent or supplied in electronic form;
"electronic form" has the meaning given in section 1168 of the Companies Act 2006;
"member" has the meaning given in section 112 of the Companies Act 2006;
"membership subscription" shall mean the annual subscription as determined from time to time by the directors,
"ordinary resolution" has the meaning given in section 282 of the Companies Act 2006;
"participate", in relation to a directors' meeting, has the meaning given in article 10;
"proxy notice" has the meaning given in article 31;
"special resolution" has the meaning given in section 283 of the Companies Act 2006;
"subsidiary" has the meaning given in section 1159 of the Companies Act 2006; and
"cars" has the meaning early Lotus sports and racing cars produced in the 1950s and 1960s.
"writing" means the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether sent or supplied in electronic form or otherwise.
Unless the context otherwise requires, other words or expressions contained in these articles bear the same meaning as in the Companies Act 2006 as in force on the date when these articles become binding on the company.
2. Liability of members
The liability of each member is limited to £1, being the amount that each member undertakes to contribute to the assets of the company in the event of its being wound up while he is a member or within one year after he ceases to be a member, for:
(a) payment of the company's debts and liabilities contracted before he ceases to be a member,
(b) payment of the costs, charges and expenses of winding up, and
(c) adjustment of the rights of the contributories among themselves.
Business of the Company.
The business of the company shall be to:
(1) To acquire or take over all the assets and liabilities of the present unincorporated body known as "Historic Lotus Register".
(2) As ongoing business:
(a). Recruit to its membership owners and enthusiasts of early Lotus cars
(b) Register details of any historic Lotus car marks/types produced in the 1950s and 1960s as approved at any one time by the Directors.
(c) Publish and circulate to members and potential members 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.
(d) Organise, participate in and/or authorise from time to time car-related social events for its members.
(e) Seek and maintain affiliated membership of the Motor Sports Association Limited of the United Kingdom (MSA Ltd) [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].
(f) Set up and maintain appropriate means of communication to both existing and potential members including a website.
(g) Exercise all control and rights over any use of its emblem and marks, both past and present and where reasonable protect against and contest any misuse or abuse thereof.
PART 2 - DIRECTORS
DIRECTORS' POWERS AND RESPONSIBILITIES
3. Directors' general authority
Subject to the articles, the directors are responsible for the management of the company's business, for which purpose they may exercise all the powers of the company.
4. Members' reserve power
(1) The members may, by special resolution, direct the directors to take, or refrain from taking, specified action.
(2) No such special resolution invalidates anything which the directors have done before the passing of the resolution.
5. Directors may delegate
(1) Subject to the articles, the directors may delegate any of the powers which are conferred on them under the articles
(a) to such person or committee;
(b) by such means (including by power of attorney);
(c) to such an extent;
(d) in relation to such matters or territories; and
(e) on such terms and conditions;
as they think fit.
(2) If the directors so specify, any such delegation may authorise further delegation of the directors' powers by any person to whom they are delegated.
(3) The directors may revoke any delegation in whole or part, or alter its terms and conditions.
6. Committees
(1) Committees to which the directors delegate any of their powers must follow procedures which are based as far as they are applicable on those provisions of the articles which govern the taking of decisions by directors.
(2) The directors may make rules of procedure for all or any committees, which prevail over rules derived from the articles if they are not consistent with them.
DECISION-MAKING BY DIRECTORS
7. Directors to take decisions collectively
(1) The general rule about decision-making by directors is that any decision of the directors must be either a majority decision at a meeting or a decision taken in accordance with article 9.
(2) If:
(a) the company only has one director, and
(b) no provision of the articles requires it to have more than one director,
the general rule does not apply, and the director may take decisions without regard to any of the provisions of the articles relating to directors' decision-making.
8. Unanimous decisions
(1) A decision of the directors is taken in accordance with this article when all eligible directors indicate to each other by any means that they share a common view on a matter.
(2) Such a decision may take the form of a resolution in writing, copies of which have been signed by each eligible director or to which each eligible director has otherwise indicated agreement in writing.
(3) References in this article to eligible directors are to directors who would have been entitled to vote on the matter had it been proposed as a resolution at a directors' meeting.
(4) A decision may not be taken in accordance with this article if the eligible directors would not have formed a quorum at such a meeting.
9. Calling a directors' meeting
(1) Any director may call a directors' meeting by giving notice of the meeting to the directors or by authorising the company secretary (if any) to give such notice.
(2) Notice of any directors' meeting must indicate:
(a) its proposed date and time;
(b) where it is to take place; and
(c) if it is anticipated that directors participating in the meeting will not be in the same place, how it is proposed that they should communicate with each other during the meeting.
(3) Notice of a directors' meeting must be given to each director, but need not be in writing.
(4) Notice of a directors' meeting need not be given to directors who waive their entitlement to notice of that meeting, by giving notice to that effect to the company not more than 7 days after the date on which the meeting is held. Where such notice is given after the meeting has been held, that does not affect the validity of the meeting, or of any business conducted at it.
10. Participation in directors' meetings
(1) Subject to the articles, directors participate in a directors' meeting, or part of a directors' meeting, when:
(a) the meeting has been called and takes place in accordance with the articles, and
(b) they can each communicate to the others any information or opinions they have on any particular item of the business of the meeting.
(2) In determining whether directors are participating in a directors' meeting, it is irrelevant where any director is or how they communicate with each other.
(3) If all the directors participating in a meeting are not in the same place, they may decide that the meeting is to be treated as taking place wherever any of them is.
11. Quorum for directors' meetings
(1) At a directors' meeting, unless a quorum is participating, no proposal is to be voted on, except a proposal to call another meeting.
(2) The quorum for directors' meetings may be fixed from time to time by a decision of the directors, but it must never be less than two, and unless otherwise fixed it is three.
(3) If the total number of directors for the time being is less than the quorum required, the directors must not take any decision other than a decision:
(a) to appoint further directors, or
(b) to call a general meeting so as to enable the members to appoint further directors.
12. Chairing of directors' meetings
(1) The directors may annually appoint a director to chair their meetings.
(2) The person so appointed for the time being is known as the chairman.
(3) The directors may terminate the chairman's appointment at any time.
(4) If the chairman is not participating in a directors' meeting within ten minutes of the time at which it was to start, the participating directors must appoint one of themselves to chair it.
13. Casting vote
(1) If the numbers of votes for and against a proposal are equal, the chairman or other director chairing the meeting has a casting vote.
(2) But this does not apply if, in accordance with the articles, the chairman or other director is not to be counted as participating in the decision-making process for quorum or voting purposes.
14. Conflicts of interest and impairment of reputation
(1) If a proposed decision of the directors is concerned with an actual or proposed
transaction or arrangement with the company in which a director is interested, that director is not to be counted as participating in the decision-making process for quorum or voting purposes.
(2) But if paragraph (3) applies, a director who is interested in an actual or proposed transaction or arrangement with the company is to be counted as participating in the decision-making process for quorum and voting purposes.
(3) This paragraph applies when:
(a) the company by ordinary resolution disapplies the provision of the articles which would otherwise prevent a director from being counted as participating in the decision-making process;
(b) the director's interest cannot reasonably be regarded as likely to give rise to a conflict of interest; or
(c) the director's conflict of interest arises from a permitted cause.
(4) For the purposes of this article, the following are permitted causes:
(a) a guarantee given, or to be given, by or to a director in respect of an obligation incurred by or on behalf of the company or any of its subsidiaries;
(b) subscription, or an agreement to subscribe, for securities of the company or any of its subsidiaries, or to underwrite, sub-underwrite, or guarantee subscription for any such securities; and
(c) arrangements pursuant to which benefits are made available to employees and directors or former employees and directors of the company or any of its subsidiaries which do not provide special benefits for directors or former directors.
(5) For the purposes of this article, references to proposed decisions and decision-making processes include any directors' meeting or part of a directors' meeting.
(6) Subject to paragraph (7), if a question arises at a meeting of directors or of a committee of directors as to the right of a director to participate in the meeting (or part of the meeting) for voting or quorum purposes, the question may, before the conclusion of the meeting, be referred to the chairman whose ruling in relation to any director other than the chairman is to be final and conclusive.
(7) If any question as to the right to participate in the meeting (or part of the meeting) should arise in respect of the chairman, the question is to be decided by a decision of the directors at that meeting, for which purpose the chairman is not to be counted as participating in the meeting (or that part of the meeting) for voting or quorum purposes.
Impairment of reputation
(8) If any director or member knowingly or unknowingly causes an impairment or damage to the reputation of the Company,
(a) a meeting of directors may meet to discuss such impairment and
(b) at any time vote on a resolution of a director's meeting to remove and dismiss a director appointed to any office or terminate any agreement or arrangement made with any director, or to remove and expel a member of the Company.
(9) In the event of (8) the director or member in question will be given notice of the directors meeting and have the right to address the meeting of directors but not to vote on the resolution to remove or dismiss the director, or remove and expel a member.
(10) A vote on a resolution to remove or dismiss a director or remove and expel a member will be in accordance with Article 7 (1).
15. Records of decisions to be kept
The directors must ensure that the company keeps a record, in writing, for at least 10 years from the date of the decision recorded, of every unanimous or majority decision taken by the directors.
16. Directors' discretion to make further rules
Subject to the articles, the directors may make any rule which they think fit about how they take decisions, and about how such rules are to be recorded or communicated to directors.
APPOINTMENT OF DIRECTORS
17. Methods of appointing directors
(1) Any person who is a member and who is willing to act as a director, and is permitted by law to do so, may be appointed to be a director
(a) by ordinary resolution, or
(b) by a decision of the directors.
(2) In any case where, as a result of death, the company has no members and no directors, the personal representatives of the last member to have died have the right, by notice in writing, to appoint a person to be a director.
(3) For the purposes of paragraph (2), where 2 or more members die in circumstances rendering it uncertain who was the last to die, a younger member is deemed to have survived an older member.
18. Termination of director's appointment
A person ceases to be a director as soon as:
(a) that person ceases to be a director by virtue of any provision of the Companies Act 2006 or is prohibited from being a director by law;
(b) a bankruptcy order is made against that person;
(c) a composition is made with that person's creditors generally in satisfaction of that person's debts;
(d) a registered medical practitioner who is treating that person gives a written opinion to the company stating that that person has become physically or mentally incapable of acting as a director and may remain so for more than three months;
(e) by reason of that person's mental health, a court makes an order which wholly or partly prevents that person from personally exercising any powers or rights which that person would otherwise have;
(f) notification is received by the company from the director that the director is resigning from office, and such resignation has taken effect in accordance with its terms.
(g) the provisions of Article 14 (8) to 14(10) apply.
19. Directors' remuneration
(1) Directors may undertake any services for the company that the directors decide.
(2) Directors are entitled to such remuneration as the directors determine:
(a) for their services to the company as directors, and
(b) for any other service which they undertake for the company.
(3) Subject to the articles, a director's remuneration may:
(a) take any form, and
(b) include any arrangements in connection with the payment of a pension, allowance or gratuity, or any death, sickness or disability benefits, to or in respect of that director.
(4) Unless the directors decide otherwise, directors' remuneration accrues from day to day.
(5) Unless the directors decide otherwise, directors are not accountable to the company for any remuneration which they receive as directors or other officers or employees of the company's subsidiaries or of any other body corporate in which the company is interested.
20. Directors' expenses
The company may pay any reasonable expenses which the directors properly incur in
connection with their attendance at:
(a) meetings of directors or committees of directors,
(b) general meetings, or
(c) separate meetings of the holders of debentures of the company, or
(d) otherwise in connection with the exercise of their powers and the discharge of their responsibilities in relation to the company.
PART 3 - MEMBERS
BECOMING AND CEASING TO BE A MEMBER
Applications for membership
21. No person shall become a member of the company:
(a) unless that person has completed an application for membership in a form approved by the directors and paid the relevant membership subscription (or in the case of honorary membership is exempted from such payment), and
(b) if the Executive Committee (if appointed), or failing that the Directors, refused any such application for membership. Any such refusal may be given without explanation.
22. Termination of membership
(1) A member may withdraw from membership of the company by giving 7 days' notice to the company in writing.
(2) Membership is not transferable.
(3) A person's membership terminates when that person in the reasonable opinion of the directors ceases to pay the membership subscription or dies or ceases to exist.
(4) A member's membership may be terminated by a resolution passed by the directors in accordance with Article 14 (8)-(10).
ORGANISATION OF GENERAL MEETINGS
Attendance and speaking at general meetings
(1) A person is able to exercise the right to speak at a general meeting when that person is in a position to communicate to all those attending the meeting, during the meeting, any information or opinions which that person has on the business of the meeting.
(2) A person is able to exercise the right to vote at a general meeting when:
(a) that person is able to vote, during the meeting, on resolutions put to the vote at the meeting, and
(b) that person's vote can be taken into account in determining whether or not such
resolutions are passed at the same time as the votes of all the other persons attending the meeting.
(3) The directors may make whatever arrangements they consider appropriate to enable those attending a general meeting to exercise their rights to speak or vote at it.
(4) In determining attendance at a general meeting, it is immaterial whether any two or more members attending it are in the same place as each other.
(5) Two or more persons who are not in the same place as each other attend a general meeting if their circumstances are such that if they have (or were to have) rights to speak and vote at that meeting, they are (or would be) able to exercise them.
24. Quorum for general meetings
(1) A quorum shall be established by the attendance of at least five members (excluding member's proxy votes) of whom at least one is a director.
(2) No business other than the appointment of the chairman of the meeting is to be transacted at a general meeting if the persons attending it do not constitute a quorum.
25. Chairing general meetings
(1) If the directors have appointed a chairman, the chairman shall chair general meetings if present and willing to do so.
(2) If the directors have not appointed a chairman, or if the chairman is unwilling to chair the meeting or is not present within ten minutes of the time at which a meeting was due to start:
(a) the directors present, or
(b) (if no directors are present), the meeting, must appoint a director or member to chair the meeting, and the appointment of the chairman of the meeting must be the first business of the meeting.
(3) The person chairing a meeting in accordance with this article is referred to as "the chairman of the meeting".
26. Attendance and speaking by directors and non-members
(1) Directors may attend and speak at general meetings.
(2) The chairman of the meeting may permit other persons who are not members of the company to attend and speak at a general meeting, but only fully paid up members may vote on resolutions.
27. Adjournment
(1) If the persons attending a general meeting within half an hour of the time at which the meeting was due to start do not constitute a quorum, or if during a meeting a quorum ceases to be present, the chairman of the meeting must adjourn it.
(2) The chairman of the meeting may adjourn a general meeting at which a quorum is present if:
(a) the meeting consents to an adjournment, or
(b) it appears to the chairman of the meeting that an adjournment is necessary to protect the safety of any person attending the meeting or ensure that the business of the meeting is conducted in an orderly manner.
(3) The chairman of the meeting must adjourn a general meeting if directed to do so by the meeting.
(4) When adjourning a general meeting, the chairman of the meeting must:
(a) either specify the time and place to which it is adjourned or state that it is to continue at a time and place to be fixed by the directors, and
(b) have regard to any directions as to the time and place of any adjournment which have been given by the meeting.
(5) If the continuation of an adjourned meeting is to take place more than 14 days after it was adjourned, the company must give at least 7 clear days' notice of it (that is, excluding the day of the adjourned meeting and the day on which the notice is given):
(a) to the same persons to whom notice of the company's general meetings is required to be given, and
(b) containing the same information which such notice is required to contain.
(6) No business may be transacted at an adjourned general meeting which could not properly have been transacted at the meeting if the adjournment had not taken place.
VOTING AT GENERAL MEETINGS
28. Voting: general
A resolution put to the vote of a general meeting must be decided on a show of hands unless a poll is duly demanded in accordance with the articles.
29. Errors and disputes
(1) No objection may be raised to the qualification of any member voting at a general
meeting except at the meeting or adjourned meeting at which the vote objected to is tendered, and every vote not disallowed at the meeting is valid.
(2) Any such objection must be referred to the chairman of the meeting whose decision is final.
30. Poll votes
(1) A poll on a resolution may be demanded:
(a) in advance of the general meeting where it is to be put to the vote, or
(b) at a general meeting, either before a show of hands on that resolution or immediately after the result of a show of hands on that resolution is declared.
(2) A poll may be demanded by:
(a) the chairman of the meeting;
(b) the directors;
(c) two or more persons having the right to vote on the resolution; or
(d) a person or persons representing not less than one tenth of the total voting rights of all the members having the right to vote on the resolution.
(3) A demand for a poll may be withdrawn if:
(a) the poll has not yet been taken, and
(b) the chairman of the meeting consents to the withdrawal.
(4) Polls must be taken immediately and in such manner as the chairman of the meeting directs.
31. Content of proxy notices
(1) Proxies may only validly be appointed by a notice in writing (a "proxy notice")
Which:
(a) states the name and address of the member appointing the proxy;
(b) identifies the person appointed to be that member's proxy and the general meeting in relation to which that person is appointed;
(c) is signed by or on behalf of the member appointing the proxy, or is authenticated in such manner as the directors may determine; and
(d) is delivered to the company in accordance with the articles and any instructions contained in the notice of the general meeting to which they relate.
(2) The company may require proxy notices to be delivered in a particular form, and may specify different forms for different purposes.
(3) Proxy notices may specify how the proxy appointed under them is to vote (or that the proxy is to abstain from voting) on one or more resolutions.
(4) Unless a proxy notice indicates otherwise, it must be treated as:
(a) allowing the person appointed under it as a proxy discretion as to how to vote on any ancillary or procedural resolutions put to the meeting, and
(b) appointing that person as a proxy in relation to any adjournment of the general meeting to which it relates as well as the meeting itself.
32. Delivery of proxy notices
(1) A person who is entitled to attend, speak or vote (either on a show of hands or on a poll) at a general meeting remains so entitled in respect of that meeting or any
adjournment of it, even though a valid proxy notice has been delivered to the company by or on behalf of that person.
(2) An appointment under a proxy notice may be revoked by delivering to the company a notice in writing given by or on behalf of the person by whom or on whose behalf the proxy notice was given.
(3) A notice revoking a proxy appointment only takes effect if it is delivered before the start of the meeting or adjourned meeting to which it relates.
(4) If a proxy notice is not executed by the person appointing the proxy, it must be accompanied by written evidence of the authority of the person who executed it to execute it on the appointor's behalf.
33. Amendments to resolutions
(1) An ordinary resolution to be proposed at a general meeting may be amended by
ordinary resolution if:
(a) notice of the proposed amendment is given to the company in writing by a person entitled to vote at the general meeting at which it is to be proposed not less than 48 hours before the meeting is to take place (or such later time as the chairman of the meeting may determine), and
(b) the proposed amendment does not, in the reasonable opinion of the chairman of the meeting, materially alter the scope of the resolution.
(2) A special resolution to be proposed at a general meeting may be amended by ordinary resolution, if:
(a) the chairman of the meeting proposes the amendment at the general meeting at which the resolution is to be proposed, and
(b) the amendment does not go beyond what is necessary to correct a grammatical or other non-substantive error in the resolution.
(3) If the chairman of the meeting, acting in good faith, wrongly decides that an amendment to a resolution is out of order, the chairman's error does not invalidate the vote on that resolution.
PART 4 - ADMINISTRATIVE ARRANGEMENTS
34. Means of communication to be used
(1) Subject to the articles, anything sent or supplied by or to the company under the articles may be sent or supplied in any way in which the Companies Act 2006 provides for documents or information which are authorised or required by any provision of that Act to be sent or supplied by or to the company.
(2) Notices to members may be made or by electronic means as provided for by the Companies Act 2006 as the Directors decide or by postal mail in a prepaid envelope. Members who do not notify a current mailing or electronic address, or fail to notify a change of such address shall not be entitled to receive notices from the company. Failure by any member to receive a notice that has been reasonably communicated by the company shall not invalidate the meeting, resolution or other matter notified.
(3) Subject to the articles, any notice or document to be sent or supplied to a director in connection with the taking of decisions by directors may also be sent or supplied by the means by which that director has asked to be sent or supplied with such notices or documents for the time being.
(4) A director may agree with the company that notices or documents sent to that director in a particular way are to be deemed to have been received within a specified time of their being sent, and for the specified time to be less than 48 hours.
35. Company seals
(1) Any common seal may only be used by the authority of the directors.
(2) The directors may decide by what means and in what form any common seal is to be used.
(3) Unless otherwise decided by the directors, if the company has a common seal and it is affixed to a document, the document must also be signed by at least one authorised person in the presence of a witness who attests the signature.
(4) For the purposes of this article, an authorised person is:
(a) any director of the company;
(b) the company secretary (if any); or
(c) any person authorised by the directors for the purpose of signing documents to which the common seal is applied.
36. No right to inspect accounts and other records
Except as provided by law or authorised by the directors or an ordinary resolution of the company, no person is entitled to inspect any of the company's accounting or other records or documents merely by virtue of being a member.
37. Cessation of business
(1) If upon the dissolution or winding up of the Company there remains after the satisfaction of all its debts and liabilities any property whatsoever the same shall not be paid or distributed amongst the members but shall be given or transferred to some other institution or institutions having objects similar to the objects of the Company. The decision as to which such institution or institutions is to be determined by the members at or before the time of winding up or dissolution and insofar as effect cannot be given to such provision then to some other object.
(2) The directors may decide to make provision for the benefit of persons employed or formerly employed by the company or any of its subsidiaries (other than a director or former director or shadow director) in connection with the cessation or transfer to any person of the whole or part of the undertaking of the company or that subsidiary.
DIRECTORS' INDEMNITY AND INSURANCE
38. Indemnity
(1) Subject to paragraph (2), a relevant director of the company or an associated company may be indemnified out of the company's assets against:
(a) any liability incurred by that director in connection with any negligence, default, breach of duty or breach of trust in relation to the company or an associated company,
(b) any liability incurred by that director in connection with the activities of the company or an associated company in its capacity as a trustee of an occupational pension scheme (as defined in section 235(6) of the Companies Act 2006),
(c) any other liability incurred by that director as an officer of the company or an associated company.
(2) This article does not authorise any indemnity which would be prohibited or rendered void by any provision of the Companies Acts or by any other provision of law.
(3) In this article:
(a) companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate, and
(b) a "relevant director" means any director or former director of the company or an associated company.
39. Insurance
(1) The directors may decide to purchase and maintain insurance, at the expense of the company, for the benefit of any relevant director in respect of any relevant loss.
(2) In this article:
(a) a "relevant director" means any director or former director of the company or an associated company,
(b) a "relevant loss" means any loss or liability which has been or may be incurred by a relevant director in connection with that director's duties or powers in relation to the company, any associated company or any pension fund or employees' share scheme of the company or associated company, and
(c) companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate.
Historic Lotus Register Ltd
Terms and conditions of use of information
Historic Lotus Register Ltd ("HLR") is a company limited by guarantee (company number 9899386) and registered in England. HLR has its registered office at Barnet Road, London Colney, Hertfordshire, United Kingdom, AL2 1RE.
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