THE COMPANIES ACTS 1985 to 1989

 

COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL

 

MEMORANDUM OF ASSOCIATION OF THE FELL PONY SOCIETY

 

 

1.       The name of the Company ("the Society") is The Fell Pony Society.

 

2.       The registered office of the Society is situated in England and Wales.

 

3.       The objects ("the Objects") of the Society are:-

 

          3.1     to foster and keep pure the old breed of pony which has roamed the northern fells for years and to circulate knowledge and general information about the Fell Pony breed;

 

          3.2     to aquire the assests and discharge the liabilities of the unincorporated association known as “The Fell Pony Society” formed in 1898;

 

          3.3     to maintain and publish a Stud Book for the registration of Fell Ponies which shall be called “The Fell Pony Stud Book”;

 

          3.4     to publish and or otherwise disseminate information on all matters concerning registered Fell Ponies;

 

          3.5     to do all such other lawful things as are incidental to the attainment of these objects.

 

4.       The liability of the members is limited.

 

5.       Every member of the Society undertakes to contribute such amount as may be required not exceeding £1.00 to the assets of the Society if it should be wound up while he or she is a member or within one year after he or she ceases to be a member, for payment of the debts and liabilities of the Society contracted before he or she ceased to be a member, and the costs, charges and expenses of winding up, and for the adjustment of the rights of the contributors among themselves.

 

6.       The income and profits of the Society shall be applied in promoting the objects and no distribution shall be made to members of the Society.

 

7.       If the Society is wound up and after the satisfaction of all its debts and liabilities, there remains any surplus, it shall not be distributed among the members of the Society, but shall be given or transferred to some other body having objects similar to those of the Society or to another body the objects of which are charitable.

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THE COMPANIES ACTS 1985 to 1989

 

COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL

 

ARTICLES OF ASSOCIATION OF THE FELL PONY SOCIETY

 

 

1.          PRELIMINARY

 

1.1     In these articles:

 

‘the Act’ means the Companies Act 1985 including any statutory modification or re-enactment of it for the time being in force;

‘clear days’ in relation to the period of a notice means that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect;

‘the Society’ means the Fell Pony Society;

‘the Council’ means the council of management of the Society;

and unless the context otherwise requires, words or expressions contained in these articles bear the same meaning as in the Act but excluding any statutory modification of it not in force when these articles become binding on the Society.

 

1.2          The Society is established for the purposes expressed in the Memorandum of Association.

 

2.          MEMBERS

 

2.1     Applications for membership shall be in writing in such form as may be required by the Council, but must include an undertaking to be bound by the Memorandum and Articles of the Society.

 

2.2     The Council shall have the right to refuse an application for membership without giving any explanation or reason for exercising such right.

 

2.3     The Council shall have the right for good and sufficient reason, and subject to a two-thirds majority of the Council taken on a poll, to terminate the membership of any member, provided that the member concerned shall have the right to be heard before any final decision is made.

 

2.4          Members of the Society shall be:-

 

          i)          Full Members; or

 

          ii)          Overseas Members (Members resident outside the United Kingdom); or

 

          iii)          Associate Members; or

 

          iv)          Honorary Life Members; or

 

          v)          Junior Members; or

 

          vi)          Family Members.

·       Full, Overseas or Associate Membership may be applied for by persons 18 years old and over on 1 January of the year applying for membership.

·       Honorary Life Members may be elected by the members in General Meeting upon recommendation of the Council.

 

·       Junior Membership may be applied for by persons under the age of 18 years on 1 January of the year applying for membership.

 

·       Family Membership may be applied for by married or co-habitating couples and their children under the age of 18 years all residing at the same address.

2.5          Privileges of Members:

2.5.1     Full, Overseas and Honorary Life Members are entitled to:

i) Vote at the Annual General Meetings, Extraordinary General Meetings and Council Elections.

ii) Register Fell ponies in the Stud Book at a reduced fee.

iii) Exhibit registered Fell ponies at shows organised by the Society.

iv) Compete for the Society's Special Rosettes awarded at shows throughout the United Kingdom.

v) Receive the Society's magazines, newsletters and other free publications.

         

2.5.2    Associate Members are entitled to receive the Society’s magazines, newsletters and other free publications.

         

2.5.3     Junior Members are entitled to:

 

i) Register Fell ponies in the Stud Book at a reduced fee.

 

ii) Exhibit registered Fell Ponies at shows organised by the Society.

 

iii) Compete for the Society's Special Rosettes awarded at shows throughout the United Kingdom.

iv) Receive the Society's magazines, newsletters and other free publications.

2.5.4    Family Membership conveys upon its two adult members the rights and privileges of Full Members and upon its Junior Members the rights and privileges of Junior Members.

 

3.          SUBSCRIPTIONS

 

The annual subscription or any alteration thereto shall be determined by the Council in accordance with the rules made under Article 8.9.3.

 

4.          GENERAL MEETINGS

 

4.1     The Society shall hold a general meeting as its Annual General Meeting in the Spring of each year and shall specify the meeting as such in the notices calling it.  The notices shall include the draft accounts of the Society.  Not more than fifteen months shall elapse between the date of one Annual General Meeting of the Society and that of the next.  So long as the Society holds it first Annual General Meeting within eighteen months of its incorporation it need not hold it in the year of its incorporation or in the following year.

 

4.2     The Society shall hold a general meeting in the Autumn of each year (‘the Autumn General Meeting’).

 

4.3     All general meetings shall be held in the United Kingdom at a time and place specified by the Council.

 

4.4     All general meetings other than the Annual General Meeting and the Autumn General Meeting shall be called Extraordinary General Meetings.

 

4.5     The Council may, whenever it thinks fit, convene an Extraordinary General Meeting.

4.6     The Council shall, on a requisition made in writing signed by thirty or more members, at the expense of the requisitionists, immediately proceed to convene an Extraordinary General Meeting.  Any requisition made by members shall state the object of the meeting and the terms of any special or extraordinary resolution to be proposed, and shall be left at the Registered Office of the Society.  At such a meeting only matters specified in the notice may be discussed.

 

5.       NOTICE OF GENERAL MEETINGS

 

5.1     At least twenty-one clear days before every Annual General Meeting and every Extraordinary General Meeting called for the passing of a special resolution and at least fourteen clear days before every other General Meeting, notice specifying the place, the day and the hour of meeting, and, in the case of special business, the general nature of such business, shall be given to all members and the Auditors of the Society.

 

5.2     The accidental omission to give notice to, or the non-receipt of a notice of a meeting by any person entitled to receive notice, shall not invalidate the proceedings at that meeting.

 

6.          PROCEEDINGS AT GENERAL MEETINGS

 

6.1     No business shall be transacted at any meeting unless a quorum of not less than twenty members having the right to vote at the meeting is present at the commencement of such business.

 

6.2     If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of members, shall be dissolved; in any other case it shall stand adjourned to the same day in the following week at the same time and place, and if at such adjourned meeting a quorum is not present the meeting shall be dissolved.

 

6.3     The Chairman of the Society, or in his or her absence, the Vice Chairman shall preside at every general meeting of the Society.  If neither the Chairman or the Vice Chairman is present at the time of holding the meeting, the members present shall choose a member of the Council to be Chairman of the meeting.

 

6.4     The Chairman may, with the consent of a meeting, at which a quorum is present (and shall if directed by the meeting) adjourn a meeting, but no business shall be transacted at any adjourned meeting other than business which might properly have been transacted at the meeting had the adjournment not taken place.  When a meeting is adjourned for fourteen days or more, at least seven clear days notice shall be given specifying the time and place of the adjourned meeting and the nature of the business to be transacted.  Otherwise it shall not be necessary to give any such notice.

 

6.5     A resolution put to the vote at a general meeting shall be decided on a show of hands unless before, or on the declaration of the result of the show hands, a poll is demanded.  Subject to the provisions of the Act a poll may be demanded:

         

          i)          by the Chairman; or

 

          ii)          by at least five members having the right to vote at the meeting.

 

A poll shall be taken as the Chairman directs and the Chairman shall appoint scrutineers who need not be members.  A declaration by the Chairman confirmed by the scrutineers that a resolution taken on a poll has been carried or lost shall be conclusive evidence of the fact and the number of votes cast for or against the resolution shall be disclosed.

 

6.6     Unless a poll is demanded a declaration by the Chairman that a resolution has been carried or lost and an entry to that effect in the minute book of the Society shall be conclusive evidence of the fact without proof of the proportion or number of votes recorded in favour or against the resolution.

 

6.7     In the case of an equality of votes, whether on a show of hands or on a poll, the Chairman shall have a casting vote but shall not otherwise vote at meetings.

7.       VOTES OF MEMBERS

 

7.1     Subject to Article 6.7, the following shall be entitled to vote at all general meetings and Council Elections of the Society:-

 

          i)          Full Members;

 

          ii)          Overseas Members;

 

          iii)          Honorary Life Members;

 

          iv)          Family Members over the age of eighteen years on 1 January preceding the meeting.

 

7.2     No member shall be entitled to vote for the election of the Council in any year if his or her subscription to the Society has not been paid on or before 15 February in that year.

 

7.3     No member shall be entitled to vote at a general meeting if his or her subscription to the Society has not be paid by the date of that meeting.

 

7.4     No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is tendered, and every vote not disallowed at the meeting shall be valid.  Any objection made in due time shall be referred to the Chairman whose decision shall be final and conclusive.

 

8.          COUNCIL OF MANAGEMENT

 

8.1     The management of the affairs of the Society shall be conducted by the Council.

 

8.2     The Council shall consist of twenty members of the Society.

8.3     Four members of the Council shall retire each year but shall be eligible for immediate re-election at the Annual General Meeting without further nomination.

 

8.4     Members shall not be eligible for election to the Council unless they have been members of the Society for a period of at least five consecutive years.

8.5     Nominations for the Council shall be delivered to the Secretary on or before 1 January preceding the Annual General Meeting.

 

          8.5.1    Nomination forms will be supplied by the Secretary on request.

 

          8.5.2    Nomination forms must be signed by two members qualified to vote at the meeting (the proposer and seconder respectively) and the person proposed must sign the nomination form to signify his or her willingness to be appointed.

 

          8.5.3    The person proposed shall include in the nomination form a statement not exceeding 250 words in support of his or her election.

          8.5.4    No written canvassing other than the statement in the nomination form shall be permitted.

 

8.6          Election to the Council shall be by way of secret postal vote as follows:

 

8.6.1    The proposer shall have responsibility for ensuring that the nomination is given to the Secretary on or before 1 January preceding the Annual General Meeting.

 

8.6.2    Ballot papers listing all validly nominated candidates shall be posted to all paid up members entitled to vote at their addresses set out in the register of members not less than twenty one clear days before the date appointed for the Annual General Meeting.

8.6.3    Completed ballot papers shall be returned to the scrutineer appointed by the Council in a sealed envelope marked “Fell Pony Society Election of Council” to reach the scrutineer not less than ten days before the date appointed for the Annual General Meeting and it is the responsibility of members to ensure delivery.  Residents outside of the United Kingdom may return their ballot paper by facsimile or e-mail to the scrutineer.

 

8.6.4    Only correctly completed ballot papers shall be valid and no other form of vote will be accepted.

 

8.6.5    The validity of any ballot paper shall be determined by the scrutineer.

8.6.6    The result of the ballot shall be announced at the Annual General Meeting.

 

8.7     Until the first Annual General Meeting the Council shall consist of the subscribers to the Memorandum.

 

8.8     The Quorum for a Council Meeting shall be seven members of the Council.  The Chairman of a Council Meeting shall have a casting vote but shall not otherwise vote on resolutions of the Council.

8.9          The Council shall:-

 8.9.1     have control over all the affairs and property of the Society and shall exercise all such powers of the Society as it thinks fit;

 

8.9.2     engage all such officers and employees as it considers necessary and shall regulate their duties and fix their salaries;

 

8.9.3     have power from time to time to make rules or bye laws as they may deem necessary or expedient or convenient for the proper conduct and management of the Society and for the purposes of prescribing conditions of membership, and in particular but without prejudice to the generality of the foregoing, they may regulate the entrance fees, subscriptions and other fees or payments to be made by members;

 

8.9.4     have power to make or amend regulations regarding the Registrations and Transfers, The Stud Book, Stallion Licences and Service Book, Stallion and Colt Show and Premiums, the Breed Shows, the Annual Sale and distribution of awards;

 

8.9.5    review the Judges Panel annually.  Judges shall be elected to or removed from the Society’s Panel by a majority vote of the Council by a poll;

 

8.9.6    maintain a record of all property, securities, cups or other trophies owned or held in trust by the Society and keep the same comprehensively insured to the full value:

 

8.9.7     make available to members details of all Premiums awarded by the Society.

 

9.          OFFICERS

 

9.1          President:

In every second year the Society shall elect a member of the Society to be President for a period of two years.  The President shall be an ex-officio Member of the Council.  No person shall be appointed to the office of President unless notice has been given to the Secretary of the Society before 1 January preceding the Annual General Meeting of the intention to propose that person for appointment together with a notice signed by that person signifying his or her willingness to be appointed.  Election shall be by a poll.  A retiring President shall not be eligible for re-election as President for two years after his or her term of office.

 

9.2          Chairman and Vice Chairman:

The Chairman and Vice Chairman of the Society shall be members of the Council and shall be elected by the Council by a poll at the next Council meeting after the Annual General Meeting in each year.

9.3          Secretary:

The Secretary shall be appointed by the Council and shall be an ex-officio Member of the Council.  The Secretary shall be appointed for such term at such remuneration and upon such conditions as the Council may think fit.

9.4          Treasurer:

The Treasurer shall be appointed by the Council.  The Treasurer shall be appointed for such term at such remuneration (if not a Council Member) and upon such conditions as the Council may think fit and any Treasurer so appointed may be removed by the Council.

 

10.          AUDITORS

 

Auditors shall be appointed and their duties regulated in accordance with Sections 384 to 392 of the Act.

 

11.     BREED STANDARD

         

The following is the description of the Fell Pony and Scale of Points accepted by the Society and no alteration to the Description or Scale of Points shall be made except by the members at an Extraordinary General Meeting called for the purpose:

 

 

SCALE OF POINTS