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Company Documents
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Memorandum
and Articles of Association
ARTICLES OF ASSOCIATION OF
MIDLAND AND GREAT NORTHERN JOINT RAILWAY SOCIETY
CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS 27. Any corporation which is a member of the Society may by
resolution of its Council or other governing body authorise such
person as it thinks fit to act as its representative at any meeting
of the Society, and the person so authorised shall be entitled to
exercise the same powers on behalf of the corporation which he
represents as that corporation could exercise if it were an
individual member of the Society.
COUNCIL OF MANAGEMENT 28. All members of the Council must be members of the Society. The
Council shall comprise not more than eighteen or less than five
members (including Officers).
29. The members of the Council shall be paid all reasonable out of
pocket expenses properly incurred by them in attending and returning
from meetings of the Council or any committee of the Council or
General Meetings of the Society or in connection with the business
of the Society. BORROWING POWERS 30. The Council may in furtherance of the objects of the Society but
not otherwise exercise all the powers of the Society to borrow
money, and, subject always to Sections 38 and 39 of the Charities
Act 1993, to mortgage or charge its undertaking and property, or any
part thereof, and to issue debentures, debenture stock and other
securities, whether outright or as security for any debt, liability
or obligation of the Society or of any charitable organisation or
body subject to such consents as may be required by law.
POWERS AND DUTIES OF THE COUNCIL 31.
(a) The business of the Society shall be managed by the Council, who
may pay all expenses incurred in promoting and registering the
Society, and may exercise all such powers of the Society as are not,
by the Act or by these Articles, required to be exercised by the
Society in General Meeting, subject nevertheless to the provisions
of the Act or these Articles and to such regulations, being not
inconsistent with the aforesaid provisions, as may be prescribed by
the Society in General Meeting; but no regulation made by the
Society in General Meeting shall invalidate any prior act of the
Council which would have been valid if that regulation had not been
made.
(b) In the exercise of the aforesaid powers and in the management of
the business of the Society, the members of the Council shall always
be mindful that they are charity trustees within the definition of
Section 97 of the Charities Act 1993 as the persons having the
general control and management of the administration of a charity.
(c) In respect of all investments held by the Society every Council
member shall be entitled to receive notice of matters where the
Society has a right to vote on issues relating to the business of
the investment. The vote to be cast by the Society in the investment
shall be the responsibility of the Council and shall only be
effective if approved at a meeting of the Council and carried by at
least 75% of all of the members of Council either in person or by
proxy.
32 All cheques, promissory notes, drafts, bills of exchange and
other negotiable instruments, and all receipts for moneys paid to
the Society, shall be signed, drawn, accepted, endorsed or otherwise
executed, as the case may be, as authorised by resolution of the
Council from time to time.
33 The Council shall cause minutes to be made in books provided for
the purpose:
(a) of all appointments of officers made by the Council;
(b) of the names of the members of the Council present at each
meeting of the Council and of any committee of the Council;
(c) of all resolutions and proceedings at all meetings of the
Society, and of the Council and of committees of the Council.
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