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As per the articles of incorporation, the name of the club shall be the "Empire Rover Owners Society Ltd.", hereafter referred to as "The Empire".
As per the articles of incorporation, the purpose of the entity is:
As per the articles of incorporation:
For further limitations, see a copy of the Certificate of Incorporation, as filed with the State of New York.
Ladies and Gentlemen who are Rover owners, drivers or enthusiasts and not less than eighteen years of age shall be eligible for membership.
The four categories of membership shall consist of Honorary, Full, Associate and Family members.
The Board may elect as honorary members, any member of Royal Families, and/or any persons distinguished for their political, scientific, literary, industrial and administrative capacities, or who have been distinguished in promoting the cause of motoring in general or of The Empire in particular or who have gone out of their way to share their Land Rover experiences with Empire members.
Honorary members have all the privileges granted to any member, and are able to participate in all club activities. Those not less than 21 years of age are also eligible to vote in general membership ballots.(3)
Owners or/and drivers of Land Rover products whose membership is current, and who are not less than 21 years of age, are able to participate in all club activities and to vote in general membership ballots. Full members in good standing who cease to own or drive Rover products may continue their full membership, and may renew it.
The authority and responsibility for the transaction of the business of The Empire or its management shall be vested in the Board of Directors, (hereafter referred to as "the Board"), who, in addition to the powers and authorities by these rules expressly conferred on them, may exercise all powers and do all acts in furtherance of the objects for which The Empire is established, other than those hereby expressly directed or required to be exercised or done by The Empire in a general meeting.
The President, Vice-President, Treasurer, Secretary and Board of Directors shall be elected at an Annual General Meeting and subject to termination of office by resignation, shall retire at the Annual General Meeting two (2) years following their appointment. The Board shall have the power to co-opt other members as they deem necessary, or call for an election in an off year. The retiring Officers and the Board shall be eligible for re-election.(1)
The Board shall consist of elected members and Area Representatives(2) the number of which shall be determined from time to time by the Board. Two thirds of their number shall form a quorum, two of which shall be either President, Vice President, Secretary or Treasurer.
Nominations of candidates for election to the Board must be received by the secretary not less than twenty eight(28) days before the Annual General Meeting, with an intimation in writing, signed by each member nominated that he or she is willing to serve. Nominations of candidates shall be signed by the members proposing and seconding them who shall also state their membership numbers.(4)
The Board shall have the power to appoint a Sub-committee of not less than three (3) persons, to meet on its behalf in respect of any matter which is specifically referred to such a Sub-committee. No Sub-committee shall make decisions on behalf of The Empire without the specific authority of the Board unless this is not possible due to the urgency of the matter to be considered when the Sub-committee must obtain the approval of at least two of either the President, Vice President, Secretary or Treasurer.
The Secretary either of his own accord or by the direction of the President, shall unless otherwise agreed by all the Board give at least fourteen (14) days notice of a meeting.
Any member of the Board who without sufficient reason shall absent himself from three (3) consecutive Board meetings may be called upon to resign his position on the Board.
It shall be the duty of the Secretary to attend in person or by deputy all meetings of the Empire and all meetings of the Board, and to take minutes of the proceedings. Such minutes shall be presented at the next meeting for confirmation. The Secretary shall e-mail/post to each Board member a copy of the minutes of each meeting no later than fourteen (14) days after the Board meeting to which they relate unless the Board shall otherwise resolve. If there are no objections to the minutes, they shall be made available to the membership thirty (30) days after being posted to the Board. If there are objections to the minutes, they shall not be made available to the membership until confirmed at the next Board meeting or the objection is withdrawn (prior to confirmation).
The Secretary shall e-mail/post to each member of the Board a notification of meeting and agenda not less than fourteen (14)days before every Board meeting.
All general monies of the Empire shall be banked by the Treasurer or his deputy in the name of The Empire all monies collected in the club shop shall be banked by the Club Shop Officer or his deputy in the name of The Empire Club Shop. No disbursements shall be made therefrom except in accordance with the form or forms authorized by the Board. No member or Board member shall under any circumstance commit the Empire to any expense or sign any document which commits the Empire to any expense without the authorization of the Board.
A member who's check is returned by their bank will be required to repay any fees or charges that The Empire may incur.
The Treasurer will provide a current statement of accounts, showing the receipts and expenditures year-to-date for any scheduled meeting of the Empire Board, and will prepare an annual report not later than sixty (60) days after the end of the fiscal year.
All such statements of accounts so provided will be available upon request to members, if there are no recent or pending Board meetings, at the written request of any Full or Honorary member, the Treasurer will provide statement of accounts, showing the receipts and expenditures year-to-date, within thirty (30) days.
Applications for membership shall be made to the Membership Secretary, who shall present to the Board all applications for approval. All applications shall be made on the official application form. Membership shall be renewable annually upon payment of the current membership fee. All applications shall be made by an individual in his own. correct name and be signed by the said applicant personally. Any ordinary member may have no more than one member of his family added to his own membership which shall become Family Membership. A vote of one third (1/3) against any application for membership shall exclude the applicant from membership.
It is the duty of the member to remain in contact with The Empire, to subscribe to the membership mailing list, and/or visit the club web-site for news and upcoming event information. Officers, and in particular the Secretary, must subscribe and participate in the club mailing list.
For members who reside a significant distance from the Seat of the Empire, it is highly recommended that they participate in activities of Land Rover clubs which are local to them, and if there are any significant events, they should, of course, invite the Empire membership to participate.
Any candidate for membership of the Empire whose subscription has been accepted by the Membership Secretary or Majordomo shall become a provisional member of The Empire. Provisional membership of any candidate shall only hold good until the meeting of the Board after payment of the subscription of such candidate.
Each Board member present at a Board meeting shall be entitled to exercise one vote, except where two members share the same office or position when they shall have only one vote.The Board shall vote by secret ballot if a member present at the meeting so wishes. If a ballot is requested either at a Board meeting or at a General Meeting then the tellers shall be at least two of the President, Vice President, Secretary or Treasurer. No collective or proxy voting will be allowed at Board meetings.
Subscriptions to The Empire shall be by means of a joining fee and an annual subscription or such other as the Board shall from time to time resolve and the rates thereof shall also be decided by the Board, alternatively, the Board may elect to allow these issues to be decided by the Empire membership at a General Meeting.
The subscription is renewable annually on the date of joining. Any member of The Empire who has not paid his subscription within one clear month of the date on which it became due shall be notified of the fact in e-mail/writing by the Membership Secretary or Treasurer, and one month thereafter any member who has still failed to pay his subscription, may unless sufficient reason be shown to the satisfaction of the Board, be taken off the register of members forthwith. No member whose subscription is in arrear shall be eligible to take part in any competitions organized by The Empire.
Any member who has been notified of his election and who fails to pay his subscriptions within one month of such notification, shall again be requested in writing by the Membership Secretary or Treasurer to pay the same, and if he fails to make payment within fourteen (14) days thereafter, his election shall be ipso facto, null and void. No newly elected member shall be entitled to any of the privileges of membership until after the payment of his first subscription.
Any member wishing to resign his membership shall give notice in writing of such desire to the Membership Secretary on or before the date on which his subscription would have become due. Any member ceasing voluntarily or otherwise to be a member of The Empire shall thereafter cease to have any claim upon the property of The Empire or to enjoy any privileges of membership, but he or she shall remain liable for the payment of any debts due to The Empire from him or her. Any member who resigns his membership part way through the year shall not be entitled to any refund of membership fees or subscriptions.
The name and address of The Empire shall not be given by any member as his address for trade, advertising or business purposes, or in collection with any legal proceedings.
It shall be the duty of the Board, if at any time they shall be of the opinion that the interests of The Empire so require, should refer a member to a Disciplinary Sub- committee made up of five (5) Board members of which one should be either President, Vice President or Secretary who should meet and discuss the case within four (4) weeks, if they are of the opinion that the interests of the Empire so require should invite the member to withdraw his membership within two (2) weeks. If the member should not so withdraw, he will then appear before the remaining Board members for their decision. The member or family member whose expulsion is under consideration shall be given at least seven (7)days notice of such meeting and shall be allowed to offer, explanation of his conduct verbally, or in writing, and if two-thirds of the members present shall then vote for his expulsion he shall thereupon cease to be a member of The Empire. In the event of two persons being Family members under the same membership number being expelled from The Empire and if the reason for expulsion is in the sole discretion of the Board wholly attributable to the one person the other may appeal against his/her expulsion and apply for new membership of The Empire to the Board. If such appeal shall succeed the full joining fee and membership charge, current at that time shall be payable. Each case shall be considered individually by the Board. An expelled member shall be ineligible for membership of The Empire in any capacity and expelled members are not entitled to attend any Empire event.
The Annual General Meeting of The Empire shall be held at the direction of the Board or President between 1 March and 12 May in any given year. Notice of such meeting shall be circulated (together with, if possible a copy of the statement of accounts for the preceding calendar year should be included) at least twenty eight(28) days before the date of the meeting. The Annual General Meeting shall;
A Special General Meeting may be convened by direction of the Board, or on requisition to the Secretary stating the business for which the Special General Meeting is required and signed by not less than (the lessor of) twenty (20) members or forty (40) percent of the membership. If the meeting so requisitioned is not convened (held) within twenty eight (28) days, the said members may convene such meeting. The lessor of twentyfive (25) members, or fifty (50) percent of membership shall form a quorum
When members wish a matter to be discussed at a General Meeting the text of such matters signed by at least two members shall be sent to the Secretary at least twenty-one (21) days before the date of such meeting so that it may be included in the Agenda. A copy of the Agenda shall be sent to each member at least fourteen (14) days prior to the meeting, but the fact that any member has not received a copy of the Agenda shall not invalidate the proceedings. No business which is not included in the Agenda shall be discussed at the meeting unless every member present is in favor thereof. Should the proposer of any motion fail to move a resolution in respect of the relevant item on the Agenda, then any other member shall be entitled to do so.
Honorary and Full members present at a meeting may exercise one vote. The President shall not vote except in the exercise of a casting vote, at all general meetings except as provided in rules `Expulsion of Members' and `Observance and Interpretation of Rules' a simple majority of votes decides a resolution. At a General Meeting (the lessor of) any twenty (20) members or forty (40) percent of the membership may demand a poll, and thereupon the meeting shall be adjourned to a time and place to be named by the President and a e-mail/postal vote shall be taken of all members of The Empire. The decision of the members as shown by such e-mail/postal vote, shall be reported to the adjourned meeting and shall be deemed to be the decision of such meeting. Each member and family member will receive with the agenda a voting form to allow them to vote on resolutions notified to the Secretary, in writing, to be received at least twenty-eight (28) days prior to a General Meeting. These voting forms must be received by the Secretary no later than the day before said meeting, no member having returned a voting form shall be eligible to vote at the meeting.
No one can take part in a General or other meeting unless they be duly elected and fully paid up members or Family members of The Empire.
Every member binds himself to abide by the Rules of The Empire and also by any modification thereof made in conformity with such Rules, and also to accept as final and binding the decision of the Board in all cases of dispute or disagreement as to the interpretation of these Rules.
All motor competitions organized by The Empire shall be held under the rules and requirements of the A.N.A.R.C., Inc. vehicle regulations. Any member convicted of an offence arising out of his being in charge of a motor vehicle in any Empire event or on Empire business may thereupon be liable to expulsion from The Empire (as per the Expulsion Rule).
Any badge issued to a member free of charge by or for The Empire shall remain the property of The Empire. On termination of their membership, members shall deliver up such badges to the Secretary.
These must be returned to the Competition Secretary at least 28 days before The General Meeting, or as otherwise resolved by the Board from time to time.
The Empire may be dissolved by a Special General Meeting convened by direction of the Board, or on the requisition of a majority of the members. If the resolution for dissolution be duly passed, the Board shall forthwith liquidate the affairs of The Empire, and if there be any surplus assets on realization, these shall be disposed of at the discretion of the Board, as permitted by law.
may be considered for expulsion. This list is not inclusive of all possible reasons for expulsion.
This document was modified for the Empire's use, the original document being the Range Rover Register, Ltd. (UK) "Club Rules"
20 June 1998 This document was approved by the Empire Board of Directors , with the recommendation that it be accepted by the membership.
3 July 1998: This document was further modified following the advise of A.N.A.R.C.: that member clubs should have, at least Annual General Meetings, and, furthermore, that terms of some of the officers and directors should be up for election each year. Additionally, the Standing Orders section was re-instated, the `Honorary' member section was included with the other member sections, clarifying notes were footnoted and moved to the end of the document. .
Revision of 7 July 1998 10:11pm