The MG Car 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.
The 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 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 a member of a number of Registers and Branches, depending on cars owned and the Club activities they wish to enjoy.
Company limited by guarantee
The Club, as a corporate body established as the MG Car Club Limited, is a company limited by guarantee registered in England and Wales, registration number 0096 2227. 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 their ceasing to be members.
Registered & operational
address of the MG Car Club
The registered and operational address of the MG Car Club is: Kimber House, 12 Cemetery Road, Abingdon on Thames, Oxfordshire OX14 1AS. The telephone number is 01235 555552. The Club's VAT registration is 194 7172 35.
Club's Memorandum and Articles
These 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.
Club rules summarise the Memorandum and Articles of Association and cover their detailed application. A set of Club Rules is issued to new members.
Club's annual report and
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.
Douglas Mickel Trust
The Douglas Mickel Trust ("DMT") owns the freehold interest of the Kimber House property in Abingdon and has granted a long leasehold to the Club for its use as the Club Office. The DMT was formed with the generous financial support of the late Douglas Mickel, a longstanding and enthusiastic member of the Club in Scotland. The DMT is administered by its trustees and is independent of the Club, but applies most of its income in support of the Club. The DMT does not have charitable status.
How is the Club
organised and run?
The Club has four areas of governance which are reflected in its organisation: general meetings of the Company, Executive Committee meetings, Club Council meetings and CRB Committee meetings.
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 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 ten 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 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.
The Club's Council comprises the nominated representative of each Centre, Register and Branch or CRB (known as the Council 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 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
Each CRB 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 attend Council meetings. Note that they are representatives and not delegates - an important distinction.
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. Day 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, membership records and new member applications, bookkeeping and financial matters, budgeting and financial planning, motorsport events organisation, publicity and PR, regalia trading, technical advice and support, events planning and organisation, CRB liaison, overseas affiliates liaison, building maintenance and other administrative duties.