1. TITLE

The name of the Club shall be the ‘Land Rover Series 2 Club’, hereinafter referred to as ‘the Club’.

2. CONSTITUTION

The Club is operated by the Series 2 Club Limited. The Company is limited by guarantee and is hereinafter known as ‘the Company’. Management of the Club shall be in the hands of the Directors of the Company and Officers of the Club who are authorised and empowered to manage the Club on a day-to-day basis. The company operates under the Memorandum & Articles of Association.

3. OBJECTIVES

The objectives of the Club shall be:-

3.1 to encourage and promote interest in Land Rover Series 2, 2a and 2b and related vehicles.

3.2 to promote and foster fellowship between owners of these vehicles.

3.3 to further the motoring interests of members generally and where necessary or desirable to join with other persons, Clubs or associations to this end.

3.4 to encourage social contacts between members and generally afford to them all the usual privileges and accommodations of a Club.

3.5 The Club may affiliate to other organisations or associations as agreed by the Management Board, in order to further the Objectives of the Club. These objectives are to be achieved by the publication of a magazine and/or other means of communication (e.g. newsletters, website), the organisation of events for the mutual advantage of members of the Club and the provision of other services and facilities which may be of benefit to members and in accordance with the company Memorandum & Articles of Association.

4. GOVERNANCE

The authority and responsibility for the transaction of the business of the Club for its management and administration shall be vested in the Management Board (hereinafter referred to as the ‘Board’) who will be Directors of the Series 2 Club Ltd. In addition to the powers and authorities by these rules expressly conferred on them, the Board may exercise all powers and do all acts in furtherance of the objects for which the Club is established (Rule 3), other than those hereby or in the Articles of Association of the Series2 Club Ltd. expressly directed or required to be exercised or done by the Company in General Meeting.

5. MANAGEMENT BOARD

5.1 The Management Board shall consist of a maximum of 11 Directors and a minimum of five.

5.2 Any member of the Club may apply in writing for membership of the Management Board. They must be nominated and seconded by two members of the club. They must give at least 60 days notice to the Management Board prior to the publication of the Club Magazine that is due out before the Annual General Meeting when Board member election or re-elections will normally be presented to the membership for approval.

5.3 Any member applying for membership of the Management Board will be announced to the membership in the Club Magazine published at least one month before the Annual General Meeting. Candidates must prepare a short biography describing themselves and their Land Rovering activities, along with their picture for inclusion in the Club Magazine.

5.4 Elected members must agree to be registered as Directors of the Series 2 Club Ltd. They must agree and sign that they understand and will abide by the Club’s Data Protection Policy, they also agree to abide by the Code of Conduct applicable to all Club members.

5.5 Any person who is not a fully paid up member of the Club shall be ineligible to hold office as a member of the Management Board.

5.6 The duration of office for a member of the Management Board shall be three years. One third of the Board (rounded up to the nearest whole number) shall retire each year and may stand for election again at the Annual General Meeting.

5.7 The Management Board shall organise themselves to appoint a ‘Chairman’ who will chair all meetings and represent the Club as such, and appoint a ‘Secretary’ who will manage the business of the Board and keep minutes of all meetings and records of all votes.

5.8 The Management Board shall meet a minimum of once a year and on any other occasions as deemed necessary by the Chairman, or upon due notice being given by any two members of the Board. Virtual meetings will be held online by use of a forum or other means, along with voting as matters require. All Board members agree on appointment to take part in all discussions on club business.

5.9 The Management Board Secretary either of their own accord or by the direction of the Chairman of the Board shall unless otherwise agreed by all the Board give at least fourteen clear days notice of all meetings.

5.10 Minutes of Management Board meetings shall be distributed to each member of the Board 7 days before the next Board meeting. The said minutes will then be presented for confirmation at the following meeting and signed by the Chairman thereof.

5.11 Decisions of the Management Board shall be made by a simple vote. Each Board member shall have one vote and the Chairman shall have the casting vote.

5.12 The Management Board shall have the power to appoint a Sub-Committee of not less than three members to meet on its behalf in respect of any matter that is specifically mandated to the Sub-Committee.

5.13 The Management Board shall have the power to temporarily co-opt a Director onto the Board pending formal appointment providing the maximum membership number is not exceeded. Co-opted members will have a vote at all meetings.

5.14 If any member of the Management Board shall, without sufficient reason, absent themself from two consecutive Board Meetings or make no contribution to online discussions may be called upon to resign their position from the management Board.

5.15 Any member of the Management Board who shall attend less than one Club event in any one year may be called upon to resign their position from the Board.

5.16 All Management Board meeting minutes shall be recorded by the Board Secretary. A summary of the meetings shall be placed on the Club website at the Boards discretion. A report of meetings shall appear in the following issue of the Club Magazine.

6. CLUB OFFICERS

The day to day running of the Club shall be conferred into the hands of the Clubs Officers. It shall be the duty of the Management Board Secretary to receive quarterly reports from the Club Officers and present them to the management Board before each meeting. Club Officers may be invited to Management Board Meetings and/or invited to partake in any discussion(s) so as to provide expert advice or be consulted on the business of their office.

6.1 Club Officers shall be elected in exactly the same procedure as for members of the Management Board, as per Rule 5.

6.2 The Management Board have the power to co-opt any member to fill a Club Officer�s post. The co-opted being confirmed in post at the next AGM or EGM.

6.3 Club Officers shall report to the Management Board as directed by the Board Secretary. In addition they will present an annual report to the AGM. All Area Organisers and Club Contacts are expected to produce a report of their Areas activity as and when requested by the Magazine Editor.

6.4 Club Officers may attend any Management Board meeting but will have no vote on any Board business.

6.5 Club Officers are expected to keep themselves informed as to Club Business by reading the minutes of meetings, reports and any briefing notes sent out or posted on the Forum, Website or in the Club Magazine.

6.6 Any Club Officer not performing their Club duties may be called upon to resign their position by the Management Board.

6.7 Club Officers may include the following posts:-

i) Treasurer: Responsible for maintaining and managing the Clubs finances. To prepare detailed accounts to be laid before the AGM and send the necessary information to Companies House each year.

ii) Areas Manager: Responsible for organizing and assisting Area Organisers in their role. For finding suitable willing volunteers for vacant areas and to generally mentor the AOs.

iii) Postal Secretary: Responsible for recording and receiving the mail from the Clubs PO BOX. Mails to be forwarded onto the relevant Club Officers.

iv) Membership Secretary: Responsible for overseeing the acceptance of new members and sending renewal notices to existing members. Shall maintain an up to date membership register.

v) Magazine Editor: Responsible for the production of the Club Magazine, collating and preparing articles and photographs and liaising with the Clubs printers.

vi) Vehicle Registrations Officer: Responsible for dealing with all enquiries relating to the registration and dating of all Series 2 models. Liaising with the DVLA and other regulatory authorities.

vii) Technical Officer: Responsible for answering all enquiries and matters technical and mechanical relating to Series 2 models. Expected to write/produce articles on the subject for the Clubs magazine.

viii) Vehicle Database Officer: Responsible for the upkeep and maintenance of the Clubs online vehicle database/register.

ix) Club Archivist: Looks after the Clubs collection of historic documents for presentation on the Clubs website and prepare articles for the Club Magazine .

x) Shows Officer: Responsible for the Clubs presence and attendance at major Land Rover shows and events. Organises the Clubs display stand with the help of local members. Liaises with the show organisers re tickets and camping passes.

xi) Merchandising Officer: Responsible for the supply and stock and the processing of orders from the Clubs Shop. To expand and build up the Clubs spare parts portfolio.

xii) Advertising Manager: Responsible for negotiating members discounts from suppliers and manufacturers of various service and supplies that will be of benefit to the membership. To negotiate the placement of trade adverts in the Clubs magazine. To liaise with the Magazine Editor and the Merchandising Officer.

xiii) Publicity Officer: Responsible for promoting the Club to the public and potential new members and external organisations. To be the primary focal point in dealing with enquiries from the media and the public in general.

xiv) Social Media Manager: Responsible for overseeing and monitoring the Clubs presence and image on the various ‘social media’ outlets on the Internet.

xv) Webmaster: Responsible for the upkeep and maintenance of the Clubs presence on the Internet. This includes the Clubs website, forum(s), email system and online shop service. Liaises with the Clubs Internet Service Provider.

xvi) Area Representatives: Responsible for looking after the interests of Club members in their designated areas. To organise various Club activities, such as:- pub & workshop meetings, road runs, green lane trips, camping weekends, attending local shows and events. Area Representatives (Area Reps) are expected to liaise between their members and the Areas Manager and the Management Board; this will include producing reports of their activities to the Board and the Club Magazine. The number and geographic location of the Areas shall be decided by the Management Board taking advice from the Areas Manager, having consulted with the local members. The current listing of Club Areas and the Area Reps with their contact details will be published in each issue of the Club Magazine and on the website.

6.8 The position of Area Representative is decided at the local level. If a candidature is received then the Board shall ask the relevant area to determine whether there is another candidate who wishes to be considered (within 7 days), then subject to confirmation of an understanding of the role and ability to perform it, they shall be appointed. Should more than a single candidate be received then the area members will be asked to vote in favour of their preferred candidate.

7. DEPUTISATION

To enable the smooth running of the Clubs business and administration any Club Officer may have a deputy (or deputies) to assist in their duties. Any such deputy must be notified to and approved by the Management Board. A deputy may act as a substitute and represent the Officer in any meeting that the Officer can’t attend in person.

8. REGISTER OF INTERESTS

8.1 No member of the Management Board or Officer of the Club (including sub-committee positions and vehicle inspectors) be they paid or unpaid, shall use their position to profit from said position, or make monies or an income extending from said position for personal gain or profit.

8.2 If any gifts or gratuities valued above (£50) which would be normally associated with a position of the Board Member or Club Officer are received, then these should be entered in The Register of Interests which will be held by the Management Board Secretary.

9. ACCEPTANCE OF MEMBERS

9.1 Persons who apply for membership of the Club who are successful shall be known as Members for the duration of their membership which shall be renewable on an annual basis and shall only hold good after payment of the next subscription has been received in full.

9.2 Acceptance of application for membership to the Club shall in the final instance always rest with the Management Board, who shall not be obliged to accept any application.

9.3 There will be no waiver of membership fees except as decided by the Board. Where the Management Board invites a member to accept Honorary Life Membership, the Full Membership fees will be waived.

9.4 Persons shall be eligible for membership of the Club by applying on the prescribed application form. The membership types may consist of:-

i) Full Members: Any person joining the Club who is over the age of 18 years at the time of joining. Membership will entitle the member to all of the normal facilities of Club membership, including full voting rights.

ii) Joint Membership: Entitles the Member and spouse/partner/other family member residing at the same address to Joint Member status and all the benefits thereof, but there will be only one vote per Joint Membership and receive one copy of the Club magazine.

iii) Junior Members: Any person who is under the age of 18 years at the time of joining the Club and in full time education. Junior membership will entitle the member to all of the normal benefits of Club membership, but will not give the junior member voting rights.

iv) Corporate Membership: Available to any business, company or organisation that has the same aim and objectives of the Club. Membership would give them the same rights as an ordinary member; the right to attend meetings (one vote) and events.

v) Honorary Life Members: The Board shall be empowered to offer membership for life to any persons who have accomplished outstanding achievements in the performance of Club duties or have shown exceptional dedication to the Club or the Land Rover Series 2 marque.

9.5 Every member shall agree to abide by a General Code of Behavior:-

i) Show respect to their colleagues, Club Members and the public at large, and treat them as they would wish to be treated themselves.

ii) Respect the rights of every Club Member regardless of age, ethnic origin, location, gender, religion, sexual orientation, cultural background or political affiliation.

iii) Avoid corresponding with fellow Members in a belittling, subjugating or condescending manner regardless of the circumstances or provocation.

iv) Never abuse their position as a Club Member or Official.

10. OBSERVANCE & INTERPRETATION OF RULES

Every member binds themself to abide by the Rules of the Club, and also by any modifications thereof made in conformity with such Rules, and also to accept as final and binding the decision of the Management Board in all cases of dispute or disagreement as to the interpretation of these Rules.

10.1 Every member shall be furnished with a copy of the Club Rules on acceptance.

10.2 Members will be notified of any change to the rules via the Club Magazine.

10.3 The current Club Rules and Memorandum & Articles of Association shall be displayed on the Club website.

11. SUBSCRIPTIONS

11.1 The rate of subscription shall be published in the Club magazine and is subject to annual review.

11.2 New members may be required to pay a joining fee which shall also be published in the magazine.

12 NON PAYMENT OF SUBSCRIPTIONS

12.1 Any member of the Club who has not paid their subscription within one clear month of the date on which it became due will be taken off the Register of members forthwith.

12.2 Any person whose subscription has lapsed shall be ineligible to take part in any events or meetings organised by the Club.

13. RESIGNATION

13.1 Any member ceasing, voluntarily or otherwise, to be a member of the Club shall thereafter cease to have any claim on the property of the Club or to enjoy any of the privileges of membership, but they shall remain liable for the payment of any debts due to the Club from them whilst their membership remains active.

13.2 There shall be no pro rata refund of the subscription fee for the remaining period of membership should a member resign or be expelled from the Club.

13.3 Resignation of Management Board/Directors and Club Officers should be made in writing, or by email to the Management Board Secretary and Chairman stating the effective date of the intention to stand down. Acceptance and acknowledgement of the resignation will be made within 7 days of receipt of same by the Secretary.

14. COMPLAINTS PROCEDURE

14.1 Any complaint of misconduct against a Member should be made in writing to the Management Board Secretary. A complaint must indicate who has made the complaint and the nature of it. Misconduct means:- a) failure to observe the Rules, Byelaws and or the terms of Club Policy Documents. b) conduct likely to bring the Club into disrepute.

14.2 The Management Board Secretary should acknowledge receipt of the complaint within 5 working days and will appoint a member of the Management Board, not associated with the complaint, to conduct a preliminary investigation with a view to determining whether it is a complaint which warrants a full investigation and consideration by the Board. The purpose of this preliminary investigation is to exclude complaints which are frivolous or unsupported by any reliable information or which fall outside the remit of the Club.

14.3 The investigating Board Member will aim to complete their preliminary investigation within 15 days of receipt.

14.4 They will then decide either that the complaint warrants consideration by the Management Board or that it does not.

14.5 The investigating Board Member will communicate their decision to the complainant and the Management Board Secretary and in cases where they decide not to refer the complaint to the Board they will provide the complainant with a brief statement of the reasons for their decision. Should they decide that the complaint should be considered by the Management Board, they will inform the Chairman who will inform the Member concerned in writing of the complaint made against them.

14.6 Any such member shall be given the opportunity to have their written explanation considered by the Management Board before a decision on the outcome of the complaint be made.

14.7 The investigating Board Member will not participate or vote on the Boards deliberations or decision.

14.8 The Management Board Secretary will write to all parties involved as to the outcome of the complaint.

14.9 The Management Boards decision shall be final. The Management Board may decide to:-

a) not uphold the complaint.

b) uphold the complaint and expel the member concerned or suspend membership for a specified period.

c) or take other appropriate action. This could take the form of a letter warning the member as to their future behavior within the Club. Or it could result in a notice appearing in the Club Magazine and/or on the Club Website giving advice and guidance to the membership.

15. EXPULSION OF MEMBERS

Members deemed to have acted in a manner not in the best interests of the Club may be expelled by letter in writing from the Management Board whose decision shall be final, provided that any such member shall be given the opportunity to have their written explanation considered by the Board before such expulsion takes place as outlined in Rule 14.

16. ANNUAL GENERAL MEETINGS

16.1 The Annual Meeting of the Club which shall be known as the ANNUAL GENERAL MEETING (AGM) will be held within the timescale set out by the Companies Act and will normally be held in August of each year. The date, time and venue will be decided by the Management Board.

16.2 Members shall be notified of the date of the Annual General Meeting by announcement in the Club magazine, two issues before the AGM with a call for any proposals or resolutions, or nominations for any vacant posts, repeated in the issue prior to the AGM along with an agenda for the meeting

16.3 The business of the AGM shall be:-

i) To receive reports from the various Club Officers of the Club for the past year.

ii) To receive a statement of the Clubs income and expenditure for the previous financial year.

iii) To consider any proposals or resolutions as notified on the agenda.

iv) To elect Management Board members and Club Officers replacing those retiring or resigning in accordance with rule 5.

v) To consider Any Other Business

16.4 If 2 members or more wish to put a resolution to the members at the Annual General Meeting then this must be notified to the Board not less than 60 days prior to the AGM. Such resolution to be signed by those 2 members (or more members) who must then be represented at the AGM.

16.5 The Agenda will be posted on the Club Website and in the Club Magazine, in the issue published before the AGM. The fact that any member has not received a copy of the Agenda shall not invalidate the proceedings.

16.6 Business which is not included in the Agenda shall be discussed at the meeting under Any Other Business if time permits and at the Chairman of the Meetings discretion.

17. VOTING AT MEETINGS

17.1 Every Member with a right to be present may exercise one vote. Joint Memberships have one vote between them.

17.2 Voting by proxy will be permitted so long as the correct proxy form is received at the nominated address (as published with the Notice of Meeting in the Club Magazine) not less than 48 hours before the published start time of the meeting.

17.3 Decisions must be by two-thirds majority.

18. RIGHT TO BE PRESENT

18.1 No one can take part in General Meetings unless they are a duly elected member of the Club under Rule 9 and have paid their subscription according to these Rules.

18.2 Or they are appointed and authorised by a Member to vote on their behalf and the fact registered on the correct proxy voting form as laid out in the Club magazine that is published before the AGM and received at the nominated address not less than 48 hours before the start of the meeting as per Rule 15.2

19. PRIVACY & DATA PROTECTION

19.1 The Club is registered under the Data Protection Act to process and handle Members names and addresses for the purpose of Club administration. Data is only shared with companies that the Club has hired to enable the Clubs administration and services to Members such as:- access to the website, online ordering through the Club Shop, the printers of the Club magazine (address labels) or membership processing.

19.2 In addition the Club will hold information pertaining to Series 2 Land Rovers on the Vehicle Database Register if the Member submits the information. This submission being entirely voluntary and not a condition of membership to the Club.

19.3 On joining the Club members can register their email address to receive email newsletters which will only contain information concerning the activities of the Club as outlined in Rule 3. At each renewal members can confirm they wish to receive newsletters and members can opt out at any time by informing the Membership Secretary.

19.4 No data will be passed to any third party outside of the Club for the purposes of sales, marketing, promotions or canvassing.

20. BANKING

All monies of the Club shall be banked in the name of the Club in accordance with the mandate and no disbursements shall be made there from except in accordance with the said mandate or the authority of the Treasurer or as advised by the Board or duly appointed sub-committee. 21.

21. EXPENSES

21.1 Only Management Board members, and Club Officers may submit to the Treasurer any expenses claim for stationery, etc. purchased solely for use on Club business. Claims for other items will be considered only at the discretion of the Treasurer, or Management Board.

21.2 An approved claim form, available from the Treasurer, must be submitted together with receipts attached.

21.3 The Management Board must agree any Club/Area equipment, major or ‘one-off’ purchases prior to the purchase of such items. The reimbursement of retrospective expense claims will only be considered in exceptional circumstances. They are subject to the decision of the Board who must receive full details and a valid explanation as to why they are being submitted retrospectively.

21.4 In exceptional circumstances the Treasurer may authorise additional expenditure subject to verbal or written agreement being obtained from The Management Board Chairman.

22. BADGES, LOGOS & BANNERS

22.1 No Badge, logo or banner purporting to represent the Club shall be displayed unless it be approved by the Board.

22.2 Badges, logos or banners approved by the Club shall not be used by any person whatsoever without the express permission of the Club.

22.3 Anyone using the Club badge, logo or banner for financial gain may be required to pay a royalty to the Club for each occasion that the device is used.

23. DISSOLUTION

The Club may be dissolved by a special General Meeting convened by direction of the Directors, or on the requisition of the majority of the members as laid out in the Articles of Association.

23.1 If the resolution of dissolution be duly passed, the Management Board shall forthwith liquidate the affairs of the Club, and if there be any surplus assets on realisation these shall be distributed to another company or organisation with similar objectives to the company.

23.2 Archive material held by the Club shall be passed, as a whole, to a company or organisation with interests in sympathy with those of the Series 2 Club Ltd.

23.3 The members shall not be entitled to receive any payment out of such assets.

24. LIABILITY

24.1 All matters relating to the winding up of the Club shall be conducted in accordance with the Articles of Association.

24.2 The liability of members shall be limited by Guarantee.

24.3 Every member of the Club undertakes to contribute to the assets of the Club in the event of the same being wound up while they are a member (or within one year after they cease to be a member) for the payment of debts and liabilities of the Club contracted or incurred before they ceased to become a member, and of the costs, charges and expenses of winding up, the sum of one pound (£1 GBP) or such higher amount as an individual member agrees to contribute so that the total of all members contributions aggregated together will not be less than one pound (£1 GBP) per member.

updated 4th August 2016 after the AGM