The Constitution of MAG (UK) Limited
adopted by the Annual Group Conference at Scarborough, Saturday 18th September 1999
(List of Directors updated following AGC 2000)

1. Name

i. The Motorcycle Action Group incorporated as a company limited by guarantee as MAG (UK) Ltd.

ii. Members or affiliated bodies shall not use the name of the Motorcycle Action Group in conjunction with motorcycle club titles such as MC or MCC. Nor shall the name of the group or the initials 'MAG' be used in the name of any other company except by permission of the National Committee.

iii. For the purposes of this document the names Motorcycle Action Group and MAG (UK) Ltd may be referred to as MAG or 'the group' or 'the company'.

2. Membership

i. There shall be three classes of membership, namely:
A.) Individual membership (which shall include such joint, family and similar membership schemes as the NC shall, from time to time, make available).
B.) Affiliated club membership.
C.) Affiliated corporate membership.

ii. Individual members shall be persons who subscribe to the conditions of membership.

iii. Individual members shall enjoy equal rights and status within the group irrespective of age, race, religion, sex, marital status, or other distinction.

iv. Affiliated club members shall consist of the members of motorcycle clubs or other organisations affiliated to MAG who subscribe to the conditions of membership and who benefit from the particular terms and conditions applicable to affiliated club members as shall, from time to time, be determined by the NC.

v. Affiliated corporate members shall be businesses, incorporated or unincorporated, who subscribe to the conditions of membership and who benefit from the particular terms and conditions applicable to corporate members as shall, from time to time, be determined by the NC.

vi. Honorary Life Membership may be granted to any person who has, in the opinion of the group conference, endeavoured in the interests of riders at great personal sacrifice.

vii. Upon acceptance into membership all individual members shall be sent a copy of the constitution. In the case of affiliated members these shall be sent to the appropriate representative of the affiliating organisation.

viii. Any individual member whose membership is terminated or refused shall have the right of appeal at the subsequent group conference.

ix. Any affiliated organisation whose affiliation is terminated or refused shall have the right of appeal at the subsequent group conference.

x. Individual and affiliated membership shall automatically terminate one calendar year from the date of payment of the annual subscription, and shall be due for renewal on that date.

xi. Each individual and affiliated member must accept the constitution, principles, programme and policy of the group and agree to conform to the same.

xii. No affiliated or individual member shall engage in a sustained course of conduct prejudicial to the group. The National Committee shall determine whether a member has engaged in such a course of conduct. Where appropriate the National Committee shall have regard to the activities of the member, but not to the mere holding or expression of beliefs and opinions.

xiii. Individual members shall, upon acceptance of their application, be deemed to accept individual liability for the debts of the group. Such individual liability shall be limited to £1 and shall cease upon termination of membership.

xiv. Standing life members shall accept the same aforementioned liability. This liability shall cease either upon their resignation from the group or upon their death. Furthermore, neither the group nor its representatives shall attempt to recover any liability from any deceased member's estate.

xv. Affiliation and membership fees shall be determined from time to time by the National Committee.

3. Objects and Articles of Association of the Group

i. To promote motorcycling.

ii. To represent and protect the interests and rights of riders of vehicles classed in law as motorcycles.

iii. To give effect, as far as may be practicable, to the principles and policies from time to time approved by the group conference.

iv. A.) To promote measures which encourage safe and responsible road use.
B.) To end all forms of discrimination against riders, and to oppose any and all measures that unfairly disadvantage riders.
C.) To preserve and extend the freedoms enjoyed by riders.
D.) To end all exploitation of riders.
E.) To co-operate with and lend aid to riders' rights organisations at home and abroad, whose principles, policy, and programme do not conflict with those of the group.
F.) To do all such other things as are incidental or conducive to the attainment of any or all of the above objects.

v. The profits of the group, if any, or other income shall be applied in promoting the objects of the group.

vi. The payment of dividends to members of the group is prohibited.

4. Group Conference

i. The work of the group shall be under the direction of the group conference which shall itself be subject to the constitution.

ii. The group conference shall meet once in every year and also at such other times as may be deemed necessary by the National Committee.

iii. The National Committee shall fix the time, date and venue of the group conference.

iv. The group conference shall consist of fully paid up individual members of the group.

v. The basis of representation at the group conference shall be as follows:
A.) 2 members from each local MAG branch entitled to participate in the 'Conference Fare Pool' arrangement, one being the MAG Local Representative or an appointed deputy, and one other member elected by the branch.
B.) 2 members from each MAG region, one of whom shall be the MAG Regional Representative or a deputy appointed by the region, plus one other member elected according to the procedures of the region.
C.) All elected National Officers.
D.) All directors of MAG (UK) Ltd
E.) Delegates from affiliated organisations, places being allocated on the basis of one delegate per thousand members or part thereof, subject to a maximum of 200 delegate places allocated proportionately should total eligibility exceed 200.
F.) Any other individual paid-up member wishing to attend.

vi. All National Committee members shall be required to attend the conference except where sufficient excuse is previously given to and accepted by the NC and shall have their reasonable travelling expenses met by the group at the discretion of the National Finance Director.

vii. All Local Representatives shall attend the conference except where sufficient excuse is previously given to and accepted by the NC and shall have a proportion of their reasonable travelling expenses reimbursed at the discretion of the National Finance Director by way of the Conference Fare Pool established for the purpose.

viii. A minimum twenty eight days notice shall ordinarily be given to members of a group conference, although the accidental failure to give notice to any member shall not invalidate the proceedings of the conference.

ix. The quorum for a group conference shall be fifty (50) members.

x. The NC shall convene a special session of the group conference upon receipt of a petition by recorded delivery satisfying the following requirements;
A.) The petition shall be signed by not less than one hundred (100) full individual members.
B.) The petition shall give the full names, addresses, and membership numbers of each signatory.
C.) Signatories shall have been full individual member for not less than one full year.
D.) The petition for a special session shall include an agenda listing all items for discussion.
E.) The special session petitioned for shall be held not later than three calendar months from the date the petition is received at the offices of the group.
F.) No special session shall be convened less than three months from the date of the previous group conference save at the discretion of the National Committee.

xi. Each local MAG group shall contribute an equal sum to a 'Conference Fare Pool', the fund so established being distributed at the discretion of the National Finance Director in such a way as to equalise, as far as is reasonably practicable, the travelling costs of local group delegates.

xii. The National Committee shall fix the contribution required for the Conference Fare Pool.

xiii. Only local MAG groups shall be eligible to contribute to, and receive reimbursement from, the Fare Pool.

xiv. The Chair of the Conference shall be the National Vice Chairman of the Group who shall not participate in the debate and shall have a casting vote only whilst in the Chair. In the absence of the National Vice Chairman the National Committee shall appoint a deputy.

xv. MAG Regional Groups willing and able to host the conference shall submit proposals to the National Committee as to the facilities they intend to provide by the November 30th preceding the AGC due to be held in the following September. Regions wishing to bid for the conference must submit a full plan and budget to the NC Regions should be able to meet a significant part of the cost of the conference from monies raised by their own regional activities.

xvi. The NC will award the AGC to the region submitting the proposal that, in the opinion of the NC, is most beneficial to MAG and its members.

5. Group Conference, Agenda, Proposals and Nominations

i. Notice of proposals for the annual group conference shall be received in writing at the Central Office of the group not later than two months prior to the conference. In the case of a special conference the NC may appoint a date prior to which such notices shall be sent to the Central Office.

ii. Nominations for officers to be elected by the Annual Group Conference shall open on June 1st each year and shall close on July 1st. Following closure of nominations each candidate shall receive immediate notice of the names of all other candidates, together with a copy of their election manifestos.

iii. Details of all nominations and proposals received by the cut off date shall be printed in the August/September issue of the group's newspaper immediately preceding the conference and all candidates shall be obliged to submit a manifesto for printing in this issue with their nomination. Failure by any candidate to submit a manifesto shall invalidate their nomination.

iv. Posts for which no nominations have been submitted shall be left open to nominations until seven days prior to conference, at which point nominations for these posts shall close.

vii. Posts for which no nominations have been received by the day of the conference shall be filled by nominations on the day, or failing that by co-option by the National Committee thereafter.

viii. Except in exceptional circumstances nominees who do not attend the group conference shall be deemed to have withdrawn their nomination unless they send to the Central Office, before the date of the conference, an explanation in writing satisfactory to the National Committee. Where circumstances arise on the day of conference preventing the attendance of a nominee a satisfactory explanation must be given to and acknowledged by the conference Chair at the conference venue by telephone, fax or email.

ix. Nominees for national officers must, except where recommended by the NC, have been members of the group for a minimum period of at least twelve (12) months prior to nomination.

x. Proposals and nominations shall only be accepted from paid up individual members.

xi. Emergency resolutions shall only be permitted which refer to matters that have arisen since the latest closing date for proposals.

xii. Where the conference has made a constitutional amendment, no further amendment to the part of the constitution in question shall be considered by conference for a period of three years, except where such resolutions are, in the opinion of the NC, both desirable and necessary.

xiii. Proposals shall be circulated to branches and affiliated organisations not later than two weeks prior to conference.

xiv. Voting at group conference shall be on the basis of one vote for each individual member in attendance.

xv. In counting votes only votes "for" of "against" a resolution shall be counted. No account shall be taken of abstentions other than that they shall be noted in the minutes on request.

xvi. All resolutions and nominations submitted shall state the names and membership numbers of the proposers and seconders.

xvii. Decisions on matters other than amendments to the constitution shall be decided by simply majority vote.

xviii. No alcoholic beverages or intoxicating substances may be consumed in the conference hall.

6. The Board of MAG (UK) Ltd

i. The Board of MAG (UK) Ltd shall comprise seven Directors.

ii. Each Director shall have one vote on all matters put to the vote put in Board meetings.

iii. The quorum for a Board meeting shall be four Directors.

iv. A simple majority shall decide all questions, except as laid down below with regard to the dismissal of Directors, which shall require a minimum of five Directors voting in favour.

v. The Board shall be empowered, subject to at least five of its members voting in favour, to dismiss and replace with a candidate of its own choosing, any Director whose presence on the Board is deemed not to be in MAG's interests. Any such action shall be subject to ratification by the next NC meeting on a simple majority vote. Any replacement Director appointed by the Board shall be subject to election at the following AGC for a term expiring on same date that the Director replaced would ordinarily have been due for re-election.

vi. The National Committee shall be empowered, subject to at least two-thirds of the voting members present at the meeting voting in favour, to dismiss and replace with a candidate of its own choosing any Director whose presence on the Board is deemed not to be in MAG's interests.

vii. The Directors elected at the 1999 AGC shall, upon election, draw lots to decide their initial length of service. Two Directors shall serve for a one-year term becoming due for re-election in September 2000. Two Directors shall serve for a two-year term becoming due for re-election in September 2001. Two Directors shall serve for a three-year term becoming due for re-election in September 2002. One director shall serve for a four-year term becoming due for re-election in September 2003. From the 2000 AGC all Directors shall be elected for a four-year term.

viii. The Board shall be overseen by the MAG National Committee, which shall take care to ensure that the Board acts in the best interests of the members it represents.

ix. On the voluntary early retirement of any Director the Board shall be empowered, by a simple majority vote, to replace the retired Director with a candidate of its own choosing. Any such appointment made by the Board shall be subject to ratification by a simple majority vote at the subsequent NC meeting.

x. Directors appointed by the Board and ratified by the NC in lieu of another Director who has retired shall be subject to election at the following AGC for a term expiring on same date that on which the retired Director would have normally been due for re-election.

xi. Directors of MAG (UK) Ltd shall remain eligible for election to National Committee posts and vice-versa.

xii. Paid employees and contractors employed by MAG (UK) Ltd may be elected as Directors as a duty separate from and additional to their contractual employment. In such a case their contractual employment shall continue independent of their Board position and shall not be affected by any failure to secure re-election at any subsequent time.

xiii. The National Committee vests its authority in the Board and empowers the Board to act on its behalf in all matters arising outside and between the scheduled regular National Committee meetings.

xiv. The Board is empowered to act as it sees fit in all matters in which the Directors have statutory responsibilities.

xv. The Board is empowered to secure advances from time to time or to raise loans, either on mortgage or otherwise, and on such terms as it may deem expedient: to employ any part of the funds at its disposal in the purchase of any freehold or leasehold building or site and or in the building, leasing holding or rental of any premises and in the fitting-up and maintenance thereof: and to invest any monies not immediately required in such securities as it may deem proper and to realise or to vary such investments from time to time and to appoint trustees and/or form a society, association, company, or companies in accordance with the provisions of the Friendly Societies Acts or the Companies Acts for any or all the above purposes and to define the powers of such trustees, society, association, company, or companies, and the manner in which such powers shall be exercised.

xvi. The Board is empowered to purchase assets using the funds of the company, to lend money to such other organisations as it deems fit, to give guarantees and indemnities where required for furthering the objectives of the group and to enter into partnerships, joint ventures and co-operative arrangements with other organisations or companies where such shall be deemed to be in the interests of the group and in furtherance of its objectives.

xvii. The Board is empowered to carry on any other activity or business of any description which may seem to the group capable of being advantageously carried on in connection with or ancillary to the other objects of the group.

xviii. MAG (UK) Ltd shall indemnify the Directors in respect of all actions taken by them on behalf of the company.

7. The National Committee

i. For the purposes of this document the National Committee shall also be known as the NC.

ii. There shall be a National Committee of the group that shall be the governing authority of the group in political, administrative, disciplinary, organisational and other matters save those in which the Board of Directors has legal obligations and responsibilities.

iii. The National Committee shall consist of:
A.) Regional Representatives elected by their respective regions.
B.) The National Chairman, National Finance Officer, National Representatives Liaison Officer and National Clubs Liaison Officer elected by the group conference.
C.) Directors of MAG (UK) Ltd.
D.) Such employees, contractors, working group members, advisers and special assistants as are from time to time, appointed to the NC by the voting members of the NC.

iv. It shall be the duty of the National Committee to recommend and nominate persons for election at the Annual Group Conference election as directors of MAG (UK) Ltd. In doing so the National Committee shall recommend and nominate persons who, in its opinion, have the required skills and experience to manage MAG (UK) Ltd in the interests of the members and in accordance with Company Law. NC nominees shall also be persons who, in the opinion of the NC, are trustworthy and have proven their loyalty and dedication to the work, principles and ideals of the Motorcycle Action Group. The NC shall communicate its Board nominations to the membership and shall request the members to support its nominations. Notwithstanding this fact, any fully paid up individual MAG member not nominated by the NC shall still be eligible for nomination and election by the members as a Director of MAG (UK) Ltd.

v. The NC shall be responsible for the day to day running of the group and shall, so far as is practicable, manage its affairs in accordance with the wishes of the members it represents.

vi. The duties and powers of the NC shall include the following;
A.) To abide by and enforce the Constitution and to take any action it deems necessary for such purpose, including disaffiliation, disbanding, suspension or expulsion of any affiliated or individual member found to be in breach of such.
B.) In relation to any alleged breach of the constitution by an individual or affiliated member, to instruct a National Committee member to investigate and report to the NC upon such investigation.
C.) To determine the meaning, interpretation or general application of the constitution in any dispute.
D.) To present to the group conference a financial statement and duly audited accounts.
E.) To propose to the group conference such amendments to the constitution as may be deemed desirable and to submit to the group conference such resolutions and declarations affecting the programme, principles and policy of the group as in its view may be necessitated by circumstances.
F.) To organise and maintain such fund or funds as may be thought necessary for any or all of the objects for which the group exists.
G.) To adjudicate in any and all disputes and complaints that may arise between members on matters concerning the group. Any member, individual or affiliated, having a complaint shall communicate such to the NC who shall resolve it in accordance with the constitution.
H.) To refuse any application for membership which it considers incompatible with the interests of the group, or with the constitution of the group.
I.) To appoint any National Officer or Regional Representative in an emergency or where it is not practicable to fill any vacancy by election at the group conference.
J.) To suspend until the next group conference any part of the Constitution which it deems not to be in the interests of the efficient running of the group.
K.) To suspend from office until the next group conference any NC member whose conduct is considered unacceptable or incompatible to the committee.
L.) To oversee the work of the Board of directors of MAG (UK) Ltd and to ensure that the Board conducts company affairs in accordance with English company law and the principles and interests of the Motorcycle Action Group.
M.) To dismiss and replace with a candidate of its own choosing any Director whose membership of the Board of MAG (UK) Ltd is deemed not to be in the best interests of the Group. Such decisions shall be decided by at least two-thirds of the voting NC members present voting in favour of such dismissal and replacement.
N.) To decide from time to time what priority shall be given to different items of MAG policy and how best effect may be given to them.
O.) To remunerate the Directors of the group in any manner the National Committee shall think fit.

vii. The quorum for a National Committee meeting shall be 9 members including six voting members and the Chair.

viii. Meetings shall ordinarily be held not less than once every three months.

ix. The MAG Central Office shall give a minimum of seven days notice of NC meetings to members.

x. All decisions shall be taken by simply majority vote save for decisions on the dismissal and replacement of Directors that shall require a two-thirds majority.

xi. The President and Vice-Presidents shall have automatic right of attendance at NC meetings.

xii. Non-NC members may be admitted to NC meetings subject to the approval of the National Chairman to whom application must be made at least seven days prior to the meeting in question. Persons admitted under this paragraph may be excluded from the meeting if their behaviour so demands.

xiii. The NC shall be empowered to co-opt and to dismiss additional non-voting members to assist in its work at its discretion.

xiv. In relation to the group conference it shall be the duty of the National Committee:
A.) To arrange the order of the group conference agenda.
B.) To appoint ballot scrutineers and tellers.
C.) To composite proposals of similar intent.
D.) To amend inaccurately or inadequately worded proposals so as to render them fit for debate in an efficient and business-like fashion in consultation with the proposers.

8. Regions, Regional Representatives And Local MAG Members' Groups

i. MAG shall be organised throughout the United Kingdom on a regional and local basis for the following purposes:
A.) That all MAG members may be represented adequately at National Committee level.
B.) That effective political action for the benefit of motorcyclists shall be organised in relation to public bodies and public representatives.

ii. MAG members living in the regions listed below shall elect Regional Representatives for the regions in which they live. No MAG member shall participate in an election for a Regional Representative in any region other than that which they reside in. The National Committee shall determine any dispute as to the region in which a member is entitled to vote in an election.

English Regions	South East England	Scottish Regions	Offshore And Overseas Regions
Cumbria	South West England	Scotland North	Northern Ireland
East Anglia	Southern England	Scotland West	British Independent Islands
East Midlands	Thames Valley	Scotland East
Eastern England	West Midlands	Welsh Regions
London & Home Counties	Western England	Wales North
North East England	Yorkshire	Wales South
North West England

iii. The boundaries of each region shall be decided from time to time by the NC.

iv. Only regional representatives shall enjoy voting rights on National Committee business, (as distinct from Board business) save where the Chair shall exercise a casting vote in the event of a tie.

v. All regions shall hold Annual General Meetings to elect regional representatives to the NC.

vi. The NC shall be given 28 days notice of regional AGM's and shall appoint an observer to attend on its behalf.

vii. Regional members shall be given notice of regional AGM's by way of a notice in MAG's regular members' newspaper, such notice to appear in the issue delivered to members at least 14 days prior to the meeting in question. The accidental failure to notify any member of a regional AGM shall not invalidate the proceedings.

viii. The regional representative or other person appointed by the NC in his or her place shall convene a special general meeting of the region upon receipt of a petition, signed by, and giving the full names, addresses and membership numbers of not less than twenty-five members, each of whom shall have completed not less than one full year's individual membership. The signatories shall be members of two or more local groups where more than one local group exists in the region.

ix. A petition for a special general meeting shall include an agenda listing items for discussion.

x. The special general meeting petitioned for shall be held not later than six weeks from the date the petition is delivered to the home address of the Regional Representative.

xi. MAG members wishing to form themselves into local groups may do so and may use the initials 'MAG' in their title, and may describe their groups by reference to the locality in which they are formed, provided that;
A.) They agree to adopt and abide by a set of model rules drawn up by the NC and endorsed by the Group Conference.
B.) Their activities are in accordance with MAG's constitution and principles.
C.) They conduct their affairs in such a way as brings credit to the name of MAG (UK) Ltd and in no way tarnishes MAG's name or image.
D.) Funds raised by such groups are raised for purposes in accordance with MAG's constitution, objectives and principles.

xii. Local members' groups shall be permitted to undertake the following activities:
A.) The raising of money for donation to MAG (UK) Ltd central funds.
B.) The raising of money to spend locally on purposes in accordance with MAG's constitution, objectives and principles.
C.) The raising of money for donation to local and national charities.
D.) The lobbying of MPs, MEPs, MSPs, Welsh AMs, councillors, officials, public and other bodies on matters of concern to motorcyclists;
D.) Social activities and events.

xiii. Local groups shall decide for themselves whether they wish to organise on an incorporated or unincorporated basis. Henceforth, no company formed by a local group of MAG members shall use the initials 'MAG' in its name. Neither shall any action be taken by a local group to create any impression that such a company is a subsidiary of MAG (UK) Ltd, or that its liabilities will be underwritten by MAG (UK) Ltd.

xiv. MAG (UK) Ltd shall have no legal call on any funds raised by local or regional groups, incorporated or unincorporated, for whatever purpose. Neither shall MAG (UK) Ltd be liable for any losses of any sort howsoever occasioned by local or regional groups of MAG members, whether those groups be incorporated or unincorporated.

xv. Local groups shall be themselves responsible for all taxes and duties on funds raised and administered, events organised and transactions entered into by them, and shall account directly to the Inland Revenue and Customs & Excise and such other bodies as circumstances and the law shall require.

xvi. MAG (UK) Ltd being a corporate entity separate and distinct from local and regional MAG groups, MAG (UK) Ltd shall have no liability whatsoever for any taxes or duties owed by any such group be they incorporated or unincorporated associations.

9. National Vice-Chairman

i. The National Committee shall appoint a National Vice-Chairman each year at the first National Committee meeting following the Annual Group Conference.

ii. The National Committee may select any paid-up individual MAG member to serve as national Vice-Chairman.

iii. The National Vice-Chairman shall serve as a non-voting member of the MAG National Committee until the subsequent Annual Group Conference, at the conclusion of which the appointment shall automatically terminate.

iv. The National Vice-Chairman shall be eligible for election to the Board of Directors of MAG (UK) Ltd.

v. The National Vice-Chairman shall chair all group conferences occurring during his year in office unless prevented by circumstances, in which case the National Committee shall appoint a deputy.

10. Amendments to the Constitution

i. The existing constitution or any part thereof may be amended, rescinded, or altered by resolution at a group conference in the manner provided for. Notice of resolutions embodying any such proposals must be sent in writing to the offices of the group.

ii. Amendments to the constitution may only be made by the group conference.

iii. Amendments to the constitution shall only be made if adopted by the group conference by a majority of not less than two thirds of the votes recorded.

11. Auditors

i. There shall be appointed, in accordance with the Companies Act, a firm of chartered accountants for the purposes of auditing the annual accounts; the audit, where possible, to be completed in time for each annual group conference, such accountants to be appointed by the NC.

12. President and Vice-President

i. The group conference shall have the power to elect a president of the group if it is considered desirable and necessary.

ii. The group conference shall have the power to elect a maximum of two Vice-Presidents of the group if it is considered desirable and necessary.

iii. Nominees for the position of President and Vice-President shall be persons who have held national office within the group for at least two full terms prior to nomination.

iv. The President and Vice-Presidents once elected shall hold office until their death, dismissal, or resignation.

13 Miscellaneous.

i. No action may be taken in the name of the group as a whole (as opposed to in the name of a local group) without the prior knowledge and consent of the NC. Such action shall include:
A.) Demonstrations, petitions, or communications of any kind.
B.) Attendance at meetings with outside bodies and individuals as a representative of the group.

ii. Any officer of the group convicted of a drink-driving offence shall be required to resign his/her post immediately.

iii. Organisers of all events promoted by the use of the 'MAG' name and/or logo where the number of persons in attendance exceeds five hundred people shall present a financial account of the event to the National Finance Officer not later than three months after the event. Where the number in attendance is less than five hundred people, such an account shall be presented to Regional Treasurer of the MAG Region in which the event is held. Any current MAG individual member shall, upon request, be granted access to inspect these accounts.

iv. Should MAG be dissolved or cease to exist, its assets shall be transferred to organisations with similar aims and objectives as may be deemed by the NC at that time. Should no suitable organisations exist, or be deemed suitable, the assets shall be disposed of upon winding up to any charities the NC considers fit.

DIRECTORS ELECTED IN 1999 AND 2000

Director	Term To Be Served
Nich Brown	To 2001
Julie Stevenson	To 2001
Ian Mutch	To 2002
Neil F. Liversidge	To 2002
Nicky Myakicheff	To 2003
Phil Neale	To 2004
Trevor Baird	To 2004