Memorandum and Articles of Association

ARTICLES OF ASSOCIATION OF
MIDLAND AND GREAT NORTHERN JOINT RAILWAY SOCIETY

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

VOTES OF MEMBERS

17 Every member as defined in the Society's Bye Laws shall have one vote.
18 A member of unsound mind, or in respect of whom an order has been made by any court having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his committee, receiver, curator bonis or other person in the nature of a committee, receiver, or curator bonis appointed by that court, and any such committee, receiver, curator bonis or other person may, on a poll, vote by proxy.
19 No member shall be entitled to vote at any General Meeting unless all moneys presently payable by him to the Society have been paid.
20.
(a) Any member of the Society entitled to attend and vote at a General Meeting shall be entitled to appoint another person (whether a member or not) as his proxy to attend and vote instead of him and any proxy so appointed shall have the same right as the member to speak at the Meeting.
(b) On a poll votes may be given either personally or by proxy.
21. The appointment of a proxy shall be under the hand of the appointor or of his attorney duly authorised in writing, or, if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorised. A proxy need not be a member of the Society.
22. The appointment of a proxy and the power of attorney or other authority, if any, or a notarially certified copy of that power or authority shall be deposited or received at the registered office of the Society or at such other place within the United Kingdom as is specified for that purpose in the notice convening the meeting, not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person appointed as proxy proposes to vote, or, in the case of a poll, not less than 24 hours before the time appointed for the taking of the poll, and in default the instrument of proxy shall not be treated as valid.
23. An instrument appointing a proxy shall be in the usual form or such form as the Council shall approve.
24. In the case of an appointment of a proxy contained in an electronic communication, where an address has been specified for the purpose of receiving electronic communications:
(i) in the notice convening the meeting, or
(ii) in any instrument of proxy sent out by the Society in relation to the meeting, or
(iii) in any invitation contained in an electronic communication to appoint a proxy issued by the Society in relation to the meeting,
the appointment of proxy must be received at such address not later than 48 hours before the time for the holding of the meeting at which the person named in the appointment proposes to vote.
25. The appointment of a proxy shall be deemed to confer authority to demand or join in demanding a poll.
26. A vote given in accordance with the terms of an appointment of a proxy shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed, provided that no intimation in writing, or by electronic communication of such death, insanity or revocation as aforesaid shall have been received by the Society before the commencement of the meeting or adjourned meeting at which the proxy is used.