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Memorandum
and Articles of Association
ARTICLES OF ASSOCIATION OF
MIDLAND AND GREAT NORTHERN JOINT RAILWAY SOCIETY
DISSOLUTION 63. Clause 7 of the Memorandum of Association relating to the
winding up and dissolution of the Society shall have effect as if
the provisions thereof were repeated in these Articles.
RULES OR BYE LAWS 64.
(a) The Council may from time to time make such Rules or Bye Laws as
it may deem necessary or expedient or convenient for the proper
conduct and management of the Society and for the purposes of
prescribing classes of and conditions of membership, and in
particular but without prejudice to the generality of the foregoing,
it may by such Rules or Bye Laws regulate:
(i) The admission and classification of members of the Society, and
the rights and privileges of such members, and the conditions of
membership and the terms on which members may resign or have their
membership terminated and the entrance fees, subscriptions and other
fees or payments to be made by members.
(ii) The conduct of members of the Society in relation to one
another, and to the Society's servants.
(iii) The setting aside of the whole or any part or parts of the
Society's premises at any particular time or times or for any
particular purpose or purposes.
(iv) The procedure at General Meetings and meetings of the Council
and Committees of the Council in so far as such procedure is not
regulated by these presents.
(v) And, generally, all such matters as are commonly the subject
matter of Society rules.
(b) The Society in General Meeting shall have power to alter or
repeal the Rules or Bye Laws and to make additions thereto and the
Council shall adopt such means as they deem sufficient to bring to
the notice of members of the Society all such Rules or Bye Laws,
which so long as they shall be in force, shall be binding on all
members of the Society. Provided, nevertheless, that no Rule or Bye
Law shall be inconsistent with, or shall affect or repeal anything
contained in, the Memorandum or Articles of Association of the
Society. INDEMNITY 65.
(a) Every member of the Council or other officer or auditor of the
Society shall be indemnified out of the assets of the Society
against all losses or liabilities which he may sustain or incur in
or about the execution of the duties of his office or otherwise in
relation thereto, including any liability incurred by him in
defending any proceedings, whether civil or criminal, in which
judgement is given in his favour or in which he is acquitted or in
connection with any application under Section 727 of the Act in
which relief is granted to him by the Court, and no member of the
Council or other officer shall be liable for any loss, damage or
misfortune which may happen to or be incurred by the Society in the
execution of the duties of his office or in relation thereto. But
this Article shall only have effect in so far as its provisions are
not avoided by Section 310 of the Act.
(b) The members of the Council shall have power to purchase and
maintain for any member of the Council such insurance as is
permitted by Clause 3(m) of the Society's Memorandum of Association.
As adopted by Special Resolution on 16 August 2003
P J Starks
Chairman
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