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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
DISQUALIFICATION OF MEMBERS OF THE COUNCIL 34. The office of member of the Council shall be vacated if the
member:
(a) becomes bankrupt or makes any arrangement or composition with
his creditors generally; or
(b) becomes prohibited from being a member of the Council by reason
of Section 72 of the Charities Act 1993 or any order made under any
provision of the Act or any other statute or otherwise becomes
prohibited by law from being a member of the Council; or
(c) becomes incapable by reason of mental disorder, illness or
injury of managing and administering his property and affairs; or
(d) resigns his office by notice in writing to the Society; or
(e) is directly or indirectly interested in any contract with the
Society and fails to declare the nature of his interest in manner
required by Section 317 of the Act.
35. A member of the Council shall not vote in respect of any
contract in which he is interested or any matter arising thereout,
and if he does so vote his vote shall not be counted.
RETIREMENT OF MEMBERS OF THE COUNCIL 36. (i) At every Annual General Meeting any member of Council who is
bound to retire under Articles 37 and 41and one-third of the other
members of Council or, if their number is not a multiple of three,
then the number nearest to but not less than one-third shall retire
from office. A member of Council retiring at a meeting shall retain
office until the close of the meeting.
(ii) The members of Council to retire on each occasion shall be
those who have been longest in office since their last election but,
as between persons who became or were re-elected members of Council
on the same day, those to retire shall (unless they otherwise agree
among themselves) be determined by lot. The members of Council to
retire on each occasion (both as to number and identity) shall be
determined by the composition of the Council at the date of the
notice convening the annual general meeting. No member of Council
shall be required to retire or be relieved from retiring by reason
of any change in the number or identity of the members of Council
after the date of the notice but before the close of the meeting.
37. No member of Council shall be restricted from holding office as
a result of their age. However every member of the Council aged 70
or over shall be subject to annual re-election.
38. The Society may at each Annual General Meeting fill each vacated
office on the Council by electing a person thereto, and in default
any retiring member of the Council shall, if offering himself for
re-election, be deemed to have been re-elected, unless at such
meeting it is expressly resolved not to fill such vacated office or
unless a resolution for the re-election of such member of the
Council shall have been put to the meeting and lost.
39. No person other than a member of the Council retiring at the
meeting shall unless recommended by the Council be eligible for
election to the office of member of the Council at any General
Meeting unless, not less than three nor more than twenty-one days
before the date appointed for the meeting, there shall have been
received at the registered office of the Society notice in writing
signed by a member duly qualified to attend and vote at the meeting
for which such notice is given, of his intention to propose such
person for election, and also notice in writing signed by that
person of his willingness to be elected.
40. The Society may from time to time by ordinary resolution
increase or reduce the number of members of the Council, within the
limits as prescribed in Article 28 and may determine in what
rotation the increased or reduced number is to go out of office
41. The Council shall have power at any time, and from time to time,
to appoint any person to be a member of the Council, either to fill
a casual vacancy or as an addition to the existing members of the
Council, but so that the total number of members of the Council
shall not at any time exceed any maximum number fixed in accordance
with these Articles. Any member of the Council so appointed shall
hold office only until the next following Annual General Meeting,
and shall then be eligible for re-election.
42. The Society may by ordinary resolution, of which special notice
has been given in accordance with Section 379 of the Act, remove any
member of the Council before the expiration of his period of office
notwithstanding anything in these Articles or in any agreement
between the Society and such member of the Council.
43. The Society may by ordinary resolution appoint another person in
place of a member of the Council removed from office under the
immediately preceding Article. The Society in General Meeting may
appoint any person to be a member of the Council either to fill a
casual vacancy or as an additional member of the Council. The person
appointed to fill such a vacancy shall be subject to retirement as
provided for under Article 41.
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