Appointment of committee members and other
appointments
17. Methods of appointing committee members
(1) A committee member shall be a full member.
(2) The number of committee members shall not exceed twelve and not
be less than four.
(3) Any full member who is willing to act as a committee member, and is
permitted by law to do so, may be appointed to a position of a
committee member set out in Article 18(1)—
(a) by ordinary resolution at an annual general meeting subject
to article17(4), or
(b) if at any time between the close of an annual general
meeting and the commencement of the next following
annual general meeting there is an unfilled appointment to a
position of committee member set out in Article 18(1) then
by a decision of the committee.
(4) In article 17(3)(a) appointment by ordinary resolution-
(a) the full member must be nominated in writing for
appointment to a position of committee member set out in
article 18(1) by another full or honorary member at least 31
days before any general meeting and confirm he is willing to
act as that committee member; and
(b) the committee shall arrange for every nomination to be
acknowledged promptly and in writing and in so doing state
whether it complies with the requirements of the articles
and rules.
(5) Except as provided by paragraphs (6) and (7) during a period
commencing 31 days before a general meeting including an annual
general meeting and ending at the commencement of that meeting
no member by means of any of the company’s facilities including
those for electronic communication and its publications and its
website shall influence or seek to influence any other member’s
opinion or decision with regard to any member nominated for
appointment or eligible for reappointment as a committee member.
For the purpose of this article ‘company’s facilities’ includes any
facility whether or not controlled by the company which reproduces
or uses all or part of the name of the company in such a manner that
it may appear to have been issued by or with the consent of the
company.
(6) The committee may use any of the company’s facilities to thank any
person for his services to the company.
(7) A member nominated for appointment or eligible for reappointment
as a committee member shall be entitled to have a statement of
approximately 200 words solely in support of his candidature
distributed by the company with the agenda of the meeting at which
the appointment is to be determined.
18. Positions and duties of committee members
(1) The positions to which a full member may be appointed as a
committee member at an annual general meeting by full and
honorary members are-
(i) chairman of the committee, who shall also be chairman of
the company;
(ii) secretary, who may also be company secretary;
(iii) treasurer;
(iv) membership officer;
(v) welfare officer;
(vi) logistics officer;
(vii) PR and social media officer;
(viii) without portfolio;
(ix) without portfolio;
(2) The committee may designate such duties as it deems appropriate
from time to time to any of the positions in (1) (x) to (xii).
(3) Subject to the approval of the committee a committee member’s
duties may be varied and he may undertake the duties of more than
one position.
(4) The duties of a committee member shall commence at the close of
the annual general meeting he is appointed or reappointed and
continue until the close of the annual general meeting he retires.
(5) A committee member may from time to time hold more than one of
the roles in paragraph (1)
Other appointments
19. Independent Financial Examiner
(1) For those years in which the company is entitled to claim exemption
from audit under Section 477 of the Companies Act 2006, and unless
the members have demanded that the account records be subject to
an audit in accordance with Section 476 of the Companies Act 2006
the company shall appoint a person as an independent financial
examiner-
(a) by ordinary resolution at every annual general meeting, but
if no appointment can be made or the appointee is no longer
willing or able to continue, then
(b) by decision of the committee.
(2) The independent financial examiner during the period of his
appointment and during the period of the financial statements
subject to his examination shall not be or have been a director of the
company or the spouse or the partner of a director of the company.
(3) The independent financial examiner shall examine the books of
account and the annual financial statements and report to the
members at the Annual General Meeting whether or not proper books
of account have been kept and whether the annual financial
statements are fairly presented. The report may be in the form of a
statement included on the annual financial statement.
(4) The term of the appointment of the independent financial examiner
shall commence at the close of the annual general meeting at which
he was appointed or the day of his appointment by the committee
and finish at the close of the next annual general meeting.
(5) The committee may determine the remuneration, if any, of the
independent financial examiner.
20. Honorary Members
(1) Always provided it is recommended by a decision of the committee a
full member may be appointed an honorary member for life by
ordinary resolution at an annual general meeting and granted the
courtesy title of “Vice President of the West Country RC Truckers
Club”.
(2) The member who is the first to be appointed an honorary member
shall have the courtesy title of “President of the West Country RC
Truckers Club” but if he declines or relinquishes the title it shall be
conferred on the next earliest to be appointed and so on until the title
is conferred, or until no honorary member is willing to accept the
title.
(3) An honorary member shall not be liable to pay a subscription fee but
shall be entitled to vote at a general meeting.
21. Retirement and rotation of committee members
(1) From the second annual general meeting one third of the committee
members shall retire at the close of the meeting. In calculating one
third any fraction of a whole number shall be ignored.
(2) Unless otherwise agreed amongst themselves the committee
members who are to retire shall be those who are longest in office
since last appointed or reappointed whichever is the more recent, but
if it is necessary to decide between those appointed or reappointed
on the same date, they may agree between themselves otherwise
they shall decide by lot.
(3) A retiring committee member shall be eligible for reappointment as a
committee member and also to that position from which he is due to
retire.
(4) If at the annual general meeting at which the committee member
retires there is no other full member willing to be appointed to that
position of committee member or the meeting declines to appoint
such a person then the retiring committee member if offering himself
for re-appointment shall be reappointed to that position of committee
member from which he was due to retire.
22. Termination of a committee members appointment
A person ceases to be a committee member as soon as—
(a) that person ceases to be a committee member by virtue of
any provision of the Companies Act 2006 or is prohibited
from being a committee member by law;
(b) a bankruptcy order is made against that person;
(c) a composition is made with that person's creditors generally
in satisfaction of that person's debts;
(d) notification is received by the company from the committee
member that the committee member is resigning from
office, and such resignation has taken effect;
(e) he has failed to attend committee meetings for more than
six consecutive months without the consent of the
committee.
23. Committee member’s remuneration
(1) Committee members shall not be entitled to any remuneration.
(2) Committee members may undertake any services for the company
that the committee decides.
24. Committee members’ expenses
The company shall pay any reasonable expenses which the committee members
properly incur
(1) In connection with their attendance at-
(a) meetings of the committee, and
(b) general meetings,
(2) Or otherwise in connection with the exercise of their powers and the
discharge of their responsibilities in relation to the company.