Classic 2CV Racing Club Ltd

Classic 2CV Racing Club Ltd Forum => Announcements => Topic started by: coxm on October 11, 2016, 14:53:15

Title: Chairman's letter to members re. new Memorandum & Articles of Association
Post by: coxm on October 11, 2016, 14:53:15
Dear Classic 2CV Racing Club Member,

I wrote to you on 22nd September to explain what was covered at the board meeting we held on 20th September. As you’ll recall from my letter, the board had agreed to instruct Burlingtons LLP to incorporate the relevant parts of the old Club Rules into the new Memorandum and Articles of Association.  

I am aware that some of you have been concerned about the necessity of these changes. To be clear, the only purpose of the amendments is to achieve what the club voted to do in 2007, namely incorporate and limit the liability that members faced when we operated as a club.  No more, no less.

In summary, the main change to the Memorandum & Articles of Association is to the objects of the Company, which define what the Company can do.  The aim of this exercise has been to align the new articles of the Company directly with those taken from the old Club Rules and restrict the Company to the promotion of circuit racing Citroen 2 CV6 motorcars and various ancillary activities i.e. the Classic 2CV Racing Club will promote the circuit racing of 2CVs. An action which I’m sure no one will find contentious!

Burlingtons have done the following:

•   Changed the objects so that they match the old club rules; except,
•   Removed BARC as a designated organiser, in case we wish to change to 750MC or another organiser 

•   Added attendance of board meetings by telephone
•   Clarified voting by proxy / post (it turns out that this is not possible under company law today, so we will have to incorporate voting by proxy and cannot now vote to remove it)
•   Removed the requirement on all cheques to be signed by two directors as it is not easily feasible with electronic banking
•   Renamed Club Rules as Members’ Rules, so as to remove any confusion
•   Added the requirement for directors to be re-elected after being elected by the board
•   Provided a mechanism to allow directors to resign when there are only three left

Other changes
•   We will add in members’ emails 2.11 in the Articles
•   We will add Sporting regulations into 4.1 of the Memorandum

The effect of the changes is materially to restrict the board’s freedom of action, which is precisely the point; and now the Articles reflect everything relevant from the old Club Rules.

The format of a Company AGM is one of a yes / no vote, so the board wanted to ensure that all members had had a chance to see the draft articles in good time before the AGM; and had plenty of opportunity to voice any comments or raise any questions on them.

As I have said before, it is neither constructive nor wise to go into who did what wrong and why; but without the changes to both the Memorandum & Articles of Association, the advice we have received is that the attempt to incorporate was probably not effective and so members face an unlimited liability.   Now, we need to get the constitution right and to move on.

If you have any questions, or would like any of this explained in more detail, please call or email me and ask anything at all about this.  At the AGM, we will simply vote on the resolution to adopt the new articles.

Meyrick Cox