Club Info Notes 1, MG Car Club

Club governance & reporting

Company limited by guarantee
The Club, as a corporate body established as the MG Car Club Limited, is a company limited by guarantee. This type of company differs from a normal limited company with shareholders in that their are no shareholders. Instead the members each give an irrevocable undertaking as a condition of membership that they guarantee the payment of £1.00 upon an insolvency of the company. That undertaking remains an obligation whilst a member of the Club and for 12 months thereafter. Even professionals familiar with company secretarial matters and the provisions of the Companies Acts so far as they affect companies with shareholders, are not always familiar with the subtle differences that apply to companies limited by guarantee.

Club's Memorandum & Articles of Association
This is the key document covering the objects of the company and its relations with the outside world (the Memorandum) and its internal governance (the Articles). So the requirements and procedures covering general meetings of the company, the election of officers and directors, and all matters relating to the proper governance of the company are set out in the Articles of Association. The existing Memorandum of Association is set out in the document you can see via the link below, but do note the Articles in that document have now been replaced by the new set adopted on 14th October 2006 - see below.
Existing M&AA (1.14MB PDF file)

New set of Articles of Association adopted
Over the last few years a number of problems in the current Articles of Association of the MG Car Club have been noted and other changes were seen as necessary. So a subcommittee of Council was formed in 2004 to review the Articles and prepare a new set. That subcommittee comprised Richard Morbey (a qualified and experienced company secretary), Chris Hunt Cooke (an accountant and former group treasurer with a quoted company) and Jim Andrews (former Executive Committee member). The 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.
New Articles of Association (PDF file)

Club Rules
A set of Club Rules is issued to new members.
Existing Club Rules

Club's annual report & accounts
The Club produces annual accounts as a statutory requirement. They are the consolidated accounts which include the activites of both the Main Club (those trading and admistrative activities managed by Club Office) and the activities of the Centres, Registers and Branches (or "CRBs") within the Club. The Club's year end is 31st December.
Report & accounts 2004 (1.08MB PDF file)
Report & accounts 2003 (0.96MB PDF file)

How is the Club organised & run?
The Club has four areas of governance which are reflected in its organisation:

o 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 Company's memorandum and articles of association.

o Executive Committee
This committee comprises ten elected Club members who are also directors of the Club. The posts held are Chairman, Vice Chairman, and Hon Treasurer together with seven 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 CRB committees.

o Council Voting Members meeting as the Club Council
The Club's Council comprises the nominated representative of each CRB (known as the Council Voting Member) together with a second Council representative (who has no vote but who may attend Council meetings). The Council Voting Members have a vote at both Council meetings and 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, is to supervise and monitor the performance of the Executive Committee and represent the views and concerns of Club members.

o Centre, Register & Branch committees
Each CRB has to hold an annual general meeting of its members to consider business of interest to its members, to elect its officers and committee members (in aggregate not exceeding 10 in number) and to approve its accounts. The individual CRB committees then nominate their Council Voting Member and additional Council representative to attend Council meetings as their representatives. Note they are not delegates but representatives. The Council Voting Member has to be a duly elected member of the relevant CRB committee.

In addition, the Club, as a company limited by guarantee, has to hold an annual general meeting to consider business of interest to its members, to elect its officers and directors (in aggregate not exceeding 10 in number) and to approve its consolidated accounts. The Articles have provisions covering Extraordinary General Meetings which may be called for special business. 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 Articles and the relevant Companies Acts.

Day to day operations and management of the Club's affairs
This is provided by the staff team at Club Office under the leadership of the Chief Executive Officer within the strategies, policies, guidelines and requirements of the Club Chairman and the Executive Committee. The Club Office role includes membership records and new member applications, bookkeeping and financial matters, budgetting and financial planning (with the Hon Treasurer), motor sport events organisation, regalia trading, technical advice and support, events planning and organisation, CRB liaison, overseas affiliates liaison, building maintenance, managing the website, and other administrative duties.