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Memorandum
and Articles of Association
ARTICLES OF ASSOCIATION OF
MIDLAND AND GREAT NORTHERN JOINT RAILWAY SOCIETY
PROCEEDINGS OF THE COUNCIL 44. The Council may meet together for the despatch of business,
adjourn, and otherwise regulate their meetings, as they think fit.
Questions arising at any meeting shall be decided by a majority of
votes. In the case of an equality of votes the chairman shall have a
second or casting vote. Five members of the Council may, and the
secretary on the requisition of five members of the Council shall,
at any time summon a meeting of the Council. It shall not be
necessary to give notice of a meeting of the Council to any member
of the Council for the time being absent from the United Kingdom.
45. The quorum necessary for the transaction of the business of the
Council may be fixed by the Council, and unless so fixed shall be
four or one-third of the number of members of the Council for the
time being whichever shall be the greater number.
46. The continuing members of the Council may act notwithstanding
any vacancy in their body, but, if and so long as their number is
reduced below the number fixed by or pursuant to the Articles of the
Society as the necessary quorum of members of the Council, the
continuing members or member of the Council may act for the purpose
of increasing the number of members of the Council to that number,
or of summoning a General Meeting of the Society, but for no other
purpose.
47. The Council may elect a chairman of their meetings and determine
the period for which he is to hold office; but, if no such chairman
is elected, or if at any meeting the chairman is not present within
five minutes after the time appointed for holding the same, the
members of the Council present may choose one of their number to be
chairman of the meeting.
48. The Council may delegate any of their powers to committees
consisting of such majority of members of their body as they think
fit; any committee so formed shall in the exercise of the powers so
delegated conform to any regulations that may be imposed on it by
the Council and shall fully and promptly report all acts and
proceedings to the Council as soon as is reasonably practicable.
49. A committee may elect a chairman of its meetings; if no such
chairman is elected, or if at any meeting the chairman is not
present within five minutes after the time appointed for holding the
same, the members present may choose one of their number to be
chairman of the meeting.
50. A committee may meet and adjourn as it thinks proper. Questions
arising at any meeting shall be determined by a majority of votes of
the members present, and in the case of an equality of votes the
chairman shall have a second or casting vote.
51. All acts done by any meeting of the Council or of a committee of
the Council, or by any person acting as a member of the Council,
shall notwithstanding that it be afterwards discovered that there
was some defect in the appointment of any such member of the Council
or person acting as aforesaid, or that they or any of them were
disqualified, be as valid as if every such person had been duly
appointed and was qualified to be a member of the Council.
52. A resolution in writing, signed or approved by electronic
communication by all the members of the Council for the time being
entitled to receive notice of a meeting of the Council, shall be as
valid and effectual as if it had been passed at a meeting of the
Council duly convened and held.
SECRETARY 53. Subject to Section 13(5) of the Act, the secretary shall be
appointed by the Council for such term, at such remuneration and
upon such conditions as the Council may think fit; and any secretary
so appointed may be removed by it. Provided always that no member of
the Council may occupy the salaried position of secretary.
54. A provision of the Act or these Articles requiring or
authorising a thing to be done by or to a member of the Council and
the secretary shall not be satisfied by its being done by or to the
same person acting both as member of the Council and as, or in place
of, the secretary.
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