Memorandum and Articles of Association

ARTICLES OF ASSOCIATION OF
MIDLAND AND GREAT NORTHERN JOINT RAILWAY SOCIETY

Adopted by Special Resolutions at the AGM on 16 August 2003

THE COMPANIES ACTS 1985 to 1989

A company limited by guarantee and not having a share capital.

Interpretation	Objects	Members	General Meetings
Notice of General Meetings	Proceedings at General Meetings	Votes of Members	Corporations Acting by Representatives at Meetings
Council of Management	Borrowing Powers	Powers and Duties of the Council	Disqualification of members of the Council
Retirement of members of the Council	Proceedings of the Council	Secretary	Accounts
Audit	Notices	Dissolution	Rules or Bye Laws
Indemnity

INTERPRETATION

1. In these Articles
· "the Act" means the Companies Act, 1985, but so that any reference to any provision of the Act shall be deemed to include a reference to any statutory modification or re-enactment of that provision for the time being in force.
· "the Society" means the above mentioned Company.
· "the Council" means the Council of Management of the Society.
· "secretary" means any person appointed to perform the duties of the secretary of the Society.
· "the United Kingdom" means Great Britain and Northern Ireland.
· "communication" and "electronic communication" shall have the same meaning as contained in the Electronic Communications Act 2000.
Expressions referring to writing shall, unless the contrary intention appears, be construed as including references to printing, lithography, photography, and other modes of representing or reproducing words in a visible form.
Unless the context otherwise requires, words or expressions contained in these Articles shall bear the same meaning as in the Act or any statutory modification or re-enactment thereof for the time being in force.

OBJECTS

2. The Society is established for the objects expressed in the Memorandum of Association.

MEMBERS

3. The subscribers to the Memorandum of Association and such other persons as the Council shall admit to membership shall be members of the Society. Every member of the Society, as defined in the Society's Bye Laws shall consent to become member either in writing or by electronic communication.
4. Unless the members of the Council or the Society in General Meeting shall make other provision pursuant to the powers contained in Article 64, the members of the Council may in their absolute discretion permit any member of the Society to retire, provided (regardless of any other provision pursuant to Article 64) that after such retirement the number of members is not less than five.

GENERAL MEETINGS

5. The Society shall in each year hold a General Meeting as its Annual General Meeting, in addition to any other meetings in that year, and shall specify the meeting as such in the notices calling it; and not more than fifteen months shall elapse between the date of one Annual General Meeting of the Society and that of the next. Provided that so long as the Society holds its first Annual General Meeting within eighteen months of its incorporation, it need not hold it in the year of its incorporation or in the following year. The Annual General Meeting shall be held at such time and place as the Council shall appoint. All General Meetings other than Annual General Meetings shall be called Extraordinary General Meetings.
6. The Council may, whenever they think fit, convene an Extraordinary General Meeting, and Extraordinary General Meetings shall also be convened on such requisition, or, in default, may be convened by such requisitionists, as provided by Section 368 of the Act. If at any time there are not, within the United Kingdom, sufficient members of the Council capable of acting to form a quorum, any member of the Council or any two members of the Society may convene an Extraordinary General Meeting in the same manner as nearly as possible as that in which meetings may be convened by the Council.