Talbot Owners' Club

The Home of Pre-War London Talbots

Proposed New Articles of Association

Background

The Articles of Association set out how the Club is run and governed, the responsibilities of the Directors and Committee Members and the rights of the Club Members.   Since the Club was formed in early 2003, it has grown enormously and although the original structure has served us well for all these years, an update in accordance with the latest Companies Act recommendations is now considered necessary.    The Companies Act 2006 introduced new ‘Model Articles’ and together with changes in company law and practice, a review of the Articles was required.  A sub-committee led by David Kenworthy in 2018 reviewed the Club’s Articles.  Key recommendations arising from the review were that updated articles based on the new Model Articles should be adopted and the current arrangement of the Board of Directors being separate from the Committee should be discontinued.  Following on from this review, the Club Committee sought legal assistance to prepare new Articles and advise on the procedures and special resolution to adopt them.   

Proposed New Articles – What has not Changed

The core principles on which the Club was re-formed in 2003 remain, namely it is open, democratic and dialogue is encouraged  The ‘Objects’ clauses, what the Club does and the ‘Powers’ clauses, how it carries out those objects, remain unchanged.  The clauses relating to the Liability of Members and Dissolution also remain unchanged. 

Proposed New Articles – What will Change     

The proposed Articles are based on the Companies Act 2006 ‘Model Articles’.   Having separate Club Directors and Committee Members will cease and become one entity - Directors.  The provision to establish sub-committees remains if required.  Rather than all Directors retiring annually, one third will retire by rotation. New, additional provisions for Members to call General Meetings and put forward motions are included. The proposed Articles specically permit electronic forms of communication. 

Other Matters

No clause for the number of terms the Directors may serve has been included, but good practice is generally considered a maximum of two terms.  As with the current Articles, no speci?c posts or titles have been included.  Allocation of ongoing duties and tasks to run the Club will continue to be left to the discretion of the elected Directors. 

Summary

The proposed new Articles adopt the latest Companies Act recommendations.  The proposed Articles will remove the current anomaly of having separate Club Directors and Committee Members.  The founding objectives of openness and transparency have been retained with additional provisions for Members to call general meetings and put forward motions. The proposed new Articles are designed to further enhance the democratic nature of the Club and give Members more say in the running of the Club. 

The proposed new Articles may be viewed in this Link

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