General
The MG Car Club (the "Club") has existed in a number of
forms since its foundation in 1930, but since 1969 has been a company
limited by guarantee. It is managed by an Executive Committee
with the support of a Club Office team. The Executive Committee
members are elected at an Annual General Meeting of the Club and
report to a Council which meets twice a year and comprises
Club representatives. Club Office
contacts
Club structure
The Club is structured in three parts - Centres covering
regional areas in the UK and overseas, Registers covering
individual MG models, and Branches covering particular activities,
principally motorsport and the track day operation through MGs on
Track or MGoT. These three parts are often referred to collectively
as the CRBs and are run by volunteer Club members. Each CRB
has a representative at the Club's Council meetings. A Club member
will always be in a local Centre, and may be a member of a number
of Registers and Branches, depending on cars owned and the Club
activities they wish to enjoy.
Company limited by guarantee
The Club, as a corporate body established as the MG Car Club Limited,
is a company limited by guarantee registered in England and Wales,
registration number 0096 2227. This type of company differs from
the more usual form of limited company with shareholders. Instead
of holding shares, the members each undertake, as a condition of
membership, to contribute the sum of £1.00 towards any liabilities
of the company in the event of the company being wound up whilst
they are members, or within a year after their ceasing to be members.
Registered & operational address of the MG Car Club
The registered and operational address of the MG Car Club is:
Kimber House, 12 Cemetery Road, Abingdon on Thames, Oxfordshire
OX14 1AS. The telephone number is 01235 555552. The Club's VAT registration
is 194 7172 35.
Club's Memorandum and Articles of Association
These are the key documents covering the objects of the Club and
its relations with the outside world (the Memorandum) and its internal
governance (the Articles). The requirements and procedures covering
general meetings of the Club, the election of officers and directors,
and all matters relating to the proper governance of the Club are
set out in the Articles of Association. A new set of Articles of
Association was approved by a Council meeting and later adopted
by special resolution at the AGM held on Saturday, 14th October
2006.
Memorandum
of Association
New
Articles of Association
Club Rules
Club rules summarise the Memorandum and Articles of Association
and cover their detailed application. A set of Club Rules is issued
to new members.
Club's annual report and accounts
The Club produces annual accounts as a statutory requirement. These
are consolidated accounts which include the activities of both the
Main Club (those trading and administrative activities managed by
Club Office) and the activities of all the CRBs. The Club's year
end is 31st December.
Douglas Mickel Trust
The Douglas Mickel Trust ("DMT") owns the freehold interest
of the Kimber House property in Abingdon and has granted a long
leasehold to the Club for its use as the Club Office. The DMT was
formed with the generous financial support of the late Douglas Mickel,
a longstanding and enthusiastic member of the Club in Scotland.
The DMT is administered by its trustees and is independent of the
Club, but applies most of its income in support of the Club. The
DMT does not have charitable status.
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How
is the Club organised and run?
The
Club has four areas of governance which are reflected in its organisation:
general meetings of the Company, Executive Committee meetings, Club
Council meetings and CRB Committee meetings.
General meetings of the Company
These are the formal meetings - the Annual General Meeting and any
Extraordinary General Meetings - held in accordance with the Companies
Acts and the Memorandum and Articles of Association. At the AGM,
the accounts are received and officers, directors and president
and vice-presidents are elected. The officers, president and vice-presidents
are elected annually, and so are one-third of the other directors.
Non-routine matters can be dealt with at the AGM as special business
or at a specially convened EGM. There is a formal appointment of
a company secretary to ensure all corporate governance and company
reporting matters are carried out in compliance with both the Club's
Memorandum and Articles of Association and the Companies Acts.
Executive Committee
This committee comprises ten elected Club members who are also
directors of the MG Car Club Limited. The posts held are Chairman,
Vice Chairman and Treasurer (the officers) together with seven other
Directors. They meet regularly as a committee (which are Board meetings),
usually monthly, to manage the operational and financial affairs
of the Club together with any special business or projects. Copies
of the minutes of those meetings are made available to the committees
of the CRBs.
Current directors
Club Council
The Club's Council comprises the nominated representative of
each Centre, Register and Branch or CRB (known as the Council Member)
together with a second nominee (who has no vote but who may attend
Council meetings as an observer, taking over as the representative
if the Council Member is unable to attend). The Council Members
each have a vote at both Council meetings and at general meetings
of the Company. There are presently just over 30 CRBs eligible to
have their nominated representatives attend Council meetings. Council
usually meets twice a year in March/April and in October. The role
of Council, set out in the Articles of Association, is to supervise
and monitor the performance of the Executive Committee and to represent
the views and concerns of Club members. For this purpose Council
receives reports from the Executive Committee, subcommittees and
the General Manager and considers motions submitted by the CRBs.
Centre, Register and Branch committees
Each CRB holds an annual general meeting of its members to consider
reports from its officers, to elect its officers and committee members
and to receive and approve its accounts. Each CRB committee then
nominates two of their number to attend Council meetings. Note that
they are representatives and not delegates - an important
distinction.
President and Vice-Presidents
These offices are honorary, and carry considerable influence but
have no executive powers or authorities. The posts are subject to
annual re-election at the AGM.
Day to day operations and management of the Club's affairs
This is provided by the staff team at Club Office within the strategies,
policies, guidelines and requirements of the Executive Committee.
The Club Office role includes editing the Club's monthly magazine,
membership records and new member applications, bookkeeping and
financial matters, budgeting and financial planning, motorsport
events organisation, publicity and PR, regalia trading, technical
advice and support, events planning and organisation, CRB liaison,
overseas affiliates liaison, building maintenance and other administrative
duties.
Staff team
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