V8 Register is a branch of the MG Car Club (the "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 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 (Centres, Registers & Branches) 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 in a number of Registers and
Branches, depending on cars owned and the Club activities they wish to enjoy.
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 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 ceasing
to be members.
Club's Memorandum and Articles of Association
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.
of Association (PDF file)
Articles of Association (PDF file)
summarise the Memorandum and Articles of Association and cover their detailed
application. A set of Club Rules is issued to new members. A copy can be found
in the "Members' Area" on the Club's website at: www.mgcc.co.uk/members/login/
Council meetings and AGM
Members can obtain copies of the minutes of the
six monthly Council meetings and the Annual General Meeting through the "Members'
Area" on the Club's website at: www.mgcc.co.uk/members/login/
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. Members
can obtain a copy of the latest annual report and accounts through the "Members'
Area" on the Club's website at: www.mgcc.co.uk/members/login/
is the Club organised and run?
The Club has four areas of governance which
are reflected in its organisation:
General meetings of the Company
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.
This committee comprises the 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 usually 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
The Club's Council comprises the nominated
representative of each Centre, Register and Branch or CRB (known as the Council
Voting 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 Voting 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
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 be the Council Voting
Member and second nominee to attend Council meetings as the representatives of
the CRB. Note that they are representatives and not delegates - an important
distinction. For further information on the Club's voting arrangements, see our
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.
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, maintaining membership records and handling new member
applications, bookkeeping and financial matters, budgeting and financial planning,
motorsport events organisation, regalia trading, technical advice and support,
events planning and organisation, CRB liaison, overseas affiliates liaison, building
maintenance, and other administrative duties. Club