Club Constitution

Our constitution is a governing document that outlines the club’s rules, structure, and purpose. It defines how the club is run, including its objectives, membership details, procedures for meetings, voting, and ensuring decisions are made fairly.

 

Version: 1.0     Dated: 14 October 2025

 

1. BACKGROUND and PURPOSE

  • 1.1 The full name of the club is “Figaro Owners Club”; hereinafter referred to as “The Club”
  • 1.2 The Club operates not for profit as a Company Limited by Guarantee with the intention to become a Community Interest Company (CIC).
  • 1.3 The Club Constitution is an important governing document that defines what the Club does, how it operates, how decisions are made, and protecting the club based on the requirements of becoming a CIC.
  • 1.4 To facilitate the smooth transition of the Club, a transitionary committee has been created and will remain in place until October 2027 as referenced in Section 3.

 

2. AIMS and OBJECTIVES

  • 2.1 As custodians of Figaro Owners Club, our Aim is for the Club to continue in the spirit of its founding principles; being a supportive community, grounded in kindness and respect, and focused on the benefit of all members by achieving the Club’s Objectives which include:
    • 2.1.1 Encouraging others to join the Club to bring together owners and enthusiasts of the Nissan Figaro who share in the Club’s aims.
    • 2.1.2 Promoting and encouraging further interest in the Nissan Figaro outside of the membership of the Club.
    • 2.1.3 Supporting the preservation of as many examples of the Nissan Figaro as possible, whether as originally realised, or as an alternative version.
    • 2.1.4 Providing Club Members with information, advice and assistance on matters relating to the car.
    • 2.1.5 Arranging social events for Club Members in keeping with these Objectives.
    • 2.1.6 Affording Club Members such benefits and privileges as may be arranged.

3. CLUB MANAGEMENT

  • 3.1 The Club is owned and operated by Figaro Owners Club Ltd which is:
    • 3.1.1 A company limited by guarantee, which holds all legal rights and responsibilities relating to the Club’s operations, assets, and liabilities.
    • 3.1.2 A company whose directors are Club Members who volunteer to be actively involved in the Club as members of the committee (Committee / Committee Members).
    • 3.1.3 A company whereby only Committee Members can be directors, of which there must be a minimum of three (3).
  • 3.2 Any proposed changes made to this Constitution, must be agreed upon by the Club Committee, for approval at the next Annual General Meeting (AGM). Should the change be required more urgently an EGM) could be held.
  • 3.3 Overall authority and responsibility for the day-to-day management of the Club shall be vested in the Committee.
  • 3.4 After the initial term of the transitionary committee, the Committee shall be elected each October at the AGM by Club Members (see Section 7). They will hold office for the period of one (1) year, or the next AGM, whichever is the later.
  • 3.5 The Committee shall consist of not less than five (5) Club Members and must include a Chair, a Vice-Chair, and a Treasurer:
    • 3.5.1 The Chair ensures that the actions of the Committee and the Club are always led by the Aims and Objectives. They exercise impartial control of the Club and do not vote, unless required to do so when a casting vote is required.
    • 3.5.2 The Vice-Chair (who is also Secretary) oversees the smooth running of the Club and deputises for the Chair. They organise and give notice of all Committee meetings; attend all meetings of the Club and its Committee; record and promptly distribute minutes of all meetings; ensure that all correspondence received by the Club is responded to promptly.
    • 3.5.3 The Treasurer oversees all financial matters relating to the Club and its obligations in keeping with clause 1.2. They supervise the prompt banking of all monies under the name of the Club; paying all demands, upon instruction of the Committee; prepare records of the income, expenditure, assets and liabilities of the Club; present at Club and Committee meetings, full, clear and factual reports upon the Club’s finances or for audit, as instructed by the Committee.
    • 3.5.4 The Club may not borrow funds save for entering into a Credit Agreement for the purpose of obtaining a Credit Card.
    • 3.5.5 Any financial decisions shall be agreed by the Committee and be issued on behalf of the Club by a Committee member authorised to do so.
  • 3.6 Receipts and invoices of purchases by the Club shall be accounted for by the Treasurer, who maintains records of the income, expenditure, assets and liabilities. The Club’s accounts will be independently examined at a minimum of once per year by a person with appropriate financial competence, who is not a Club Member, prior to presentation at the AGM.
  • 3.7 All Committee Members must declare any personal or financial interest in matters under discussion and, if requested by the Chair, withdraw from the meeting during that agenda item. Such declarations must be recorded in the minutes.
  • 3.8 By majority agreement, the Committee has the power to co-opt a Club Member to become a Committee Member until the next AGM, based upon the new Committee Member fulfilling a role with defined responsibilities.
    • 3.8.1 The Committee will appoint and support Club Members as Chapter Coordinators, who facilitate activities and support based upon geographical locations, and attend the annual AGM.
  • 3.9 The Club’s name, logo and assets may only be used in accordance with the provisions below:
    • 3.9.1 Club Members may not use the name, logo, property or other assets of the Club for private purposes without the prior approval of the Committee.
    • 3.9.2 Club Members may not conduct any activities, including communication with any organisation, authority or person, using the Club’s name, logo or assets without the written consent of the Committee.
    • 3.9.3 The name and logo of the club shall appear on all documents, publications and other written communications issued by the Club, and on its behalf.
  • 3.10 Any Committee Member who absents themselves from three consecutive committee meetings, will be understood to have resigned from their position on the Committee, except where they have sought prior approval from, or extenuating circumstances have been agreed by, the Committee.
  • 3.11 A Committee Member may:
    • 3.11.1 Tender their resignation, in writing, to the Secretary with six (6) weeks’ notice, or as agreed between Chair, Secretary, Treasurer, and other Committee Members.
    • 3.11.2 Be removed from office due to a breach of the Club’s Aims and Objectives, by a resolution passed by all other members of the Committee having considered any feedback the Committee Member may have provided depending on the circumstances of the breach.
    • 3.11.3 Be removed from office due to a breach of the Club’s Aims and Objectives, at an Extraordinary General Meeting in accordance with the provisions of Section 7.

 

4. CLUB MEMBERSHIP

  • 4.1 Any person living anywhere in the world, whether Nissan Figaro owners or enthusiasts, shall be eligible for Club Membership which requires the payment of an annual subscription fee as current at the time of application.
  • 4.2 By being a member of the Club (Club Member), all Club Members agree to support these Aims and Objectives as a condition of membership.
  • 4.3 Club Membership is not transferable.
  • 4.4 On occasion the Committee may recognise a Club Member for their outstanding support of the Club by awarding them an Honorary Club Membership which remains in place for their own lifetime, conditional on their continued support of the Club’s Aims and Objectives.
  • 4.5 Annual subscriptions are due on the anniversary of joining. Club Members whose fees remain unpaid thirty (30) days after the due date will be considered lapsed and will lose all membership rights until payment is made. At its discretion, the Club Committee may permit a Club Member whose membership has lapsed for up to six (6) months, the opportunity to renew as an existing member rather than join as a new member.
  • 4.6 Any Club Member wishing to resign their membership shall notify the Club accordingly, at which time their membership will be terminated with no refund.
  • 4.7 The Club will collect, store, and process member data in compliance with applicable data protection laws, using it only for Club administration and communication. Club Members’ details will not be shared without consent, except where required by law.
  • 4.8 Club Members shall always conduct themselves respectfully towards others, whether at Club events, online forums, or in correspondence. Bullying, harassment, discrimination, or conduct bringing the Club into disrepute may result in action, including suspension or removal.
  • 4.9 Membership may be refused in circumstances of previous poor conduct which do not align with the Club’s Aims and Objectives and/or clause 4.8.

     

    5. MEMBERSHIP REVIEW

    • 5.1 Where a Club Member’s conduct is materially inconsistent with the Club’s Aims and Objectives and/or clause 4.8, supporting information will be gathered and be discussed by the Committee at a Membership Review within fourteen (14) days of the matter being raised:
      • 5.1.1 Either the Chair or Vice-Chair will chair the Membership Review with two other Committee Members acting as a Membership Review Panel. Committee members not involved in the Membership Review will recuse themselves and will not be provided with the minutes of the Membership Review in case of appeal.
      • 5.1.2 The Membership Review Panel must reach a conclusion by majority vote between them alone. Actions can include to not take further action, to provide a warning, suspend membership or rescind membership.
      • 5.1.3 The chair of the Membership Review shall notify the Club Member concerned of the “Membership Review Outcome” by email with any supporting explanations as appropriate.
      • 5.1.4 The Club Member has the right to appeal within 14 (fourteen) days and should respond by email to the “Membership Review Outcome” with their reasons for appeal and preferred outcome.
      • 5.1.5 The Chair or Vice-Chair who recused themselves from the original Membership Review shall chair an independent review of the matter, along with two other committee members. No more than one Committee member who was involved in the original review may participate. Together these Committee members review the original Membership Review Outcome, and the Club Member’s appeal response, with all three Committee Members reaching a conclusion by majority vote. The Chair or Vice-Chair advises the Club Committee and Club Member of a “Membership Review Final Outcome” within 14 (fourteen) days.

     

    6. COMMITTEE MEETINGS

    • 6.1 A minimum of four (4) Committee meetings shall be held during each year.
    • 6.2 Written notice of any Committee meeting shall be given by the Secretary to all Committee Members not less than seven days prior to the meeting.
    • 6.3 A Committee meeting may be held in person, and/or remotely using video meeting technology, on the basis that each participant can communicate effectively with all other participants.
    • 6.4 A quorum at a Committee meeting is a minimum three (3) Committee Members.
    • 6.5 Every matter requiring a decision is determined by a simple majority of votes cast by Committee Members at a meeting.
    • 6.6 Every Committee Member has a single vote on each matter discussed, except for the Chair, or the Committee Member chairing the meeting, who only has a casting vote should this be required.
    • 6.7 Should the Chair know in advance that they are unable to attend a meeting they will request the Vice-Chair to act as the chair for the meeting. If the Vice-Chair is unable to attend the Chair will select another Committee Member to act as Chair for that meeting.
    • 6.8 Should the Chair be unable to advise in advance of non-attendance, the Vice-Chair will act as Chair. If the Vice-Chair is not present, another member of the Committee will be chosen by the Committee Members present to act as Chair.
    • 6.9 Formal meetings on Club business may only take place at a Committee Meeting.

       

      7. ANNUAL GENERAL MEETING (AGM)

      • 7.1 At latest ninety (90) days after the end of the Club’s financial year, the Committee will hold an Annual General Meeting for the Club Members, the agenda for which will include:
        • 7.1.1 A full statement of the Club’s accounts with incomings, outgoings and assets.
        • 7.1.2 An update from the Committee on the Club’s activities over the year.
        • 7.1.3 An update on Chapter Coordinator activity and future plans.
        • 7.1.4 Election/re-election of the Committee for the following year.
        • 7.1.5 Decide on any matters which the Committee feel require the agreement of Club Members.
      • 7.2 The Secretary will:
        • 7.2.1 Provide a minimum of twenty-one (21) days’ notice of the AGM to all Club Members, providing details of how to attend. Only current Club Members may attend and vote.
        • 7.2.2 Advise that any Members wishing to raise a matter to discuss at the AGM shall submit the text of any such matter to the Vice-Chair fourteen (14) days before the date of the AGM.
        • 7.2.3 Advise of any Club Committee members who are not wishing to stand again for election.
        • 7.2.4 Request nominations of candidates for election or re-election for the Committee by latest fourteen (14) days before the AGM.
      • 7.3 A final agenda will be released by latest seven (7) days before the AGM.
      • 7.4 A quorum at an AGM is a minimum of three (3) Committee Members and four (4) Club Members who are not Committee Members.
      • 7.5 Once a quorum has been achieved, every Club Member who attends in person or online is entitled to a single vote. Votes may not be submitted by proxy.

       

      8. EXTRAORDINARY GENERAL MEETINGS (EGM)

      • 8.1 An Extraordinary General Meeting may be convened for a specific purpose, including the exact nature of what is to be discussed which shall be set out in full in writing:
        • 8.1.1 By the Committee.
        • 8.1.2 By written petition to the Committee of at least ten percent (10%) of Club Members.
      • 8.2 The Secretary must call the EGM within twenty-one (21) days of the written request, providing details to all Club Members of how to attend, and the exact nature of what is to be discussed.
      • 8.3 The meeting may consider more than one specific agenda item, provided that each has been notified in advance to every member in accordance with the Constitution. Only agenda items listed in the published agenda may be considered; no new business may be introduced.
      • 8.4 Only current Club Members may attend and vote.
      • 8.5 Should the EGM be called by the Committee, a quorum is a minimum of three (3) Committee Members and four (4) Club Members who are not Committee Members.
      • 8.6 Should the EGM be called by the petitioners, a quorum is a minimum of 75% of the number of petitioners.
      • 8.7 Once a quorum has been achieved, every Club Member who attends in person or online is entitled to a single vote. Votes may not be submitted by proxy.

       

      9. DISSOLUTION

      • 9.1 The Club can only be dissolved at an EGM, of which proper notice shall have been given, and at which an affirmative vote on the resolution of at least two thirds is recorded.
      • 9.2 In the event of dissolution of the club, the EGM shall appoint one or more Trustees, who will have full authority to wind-up the Club’s affairs. All assets and monies of the Club, after provision has been made for settlements of all debts and liabilities, shall be disposed of equally amongst the Club Members at the earliest opportunity by the Secretary.

         

        This constitution was formally adopted by the Committee on 14 October 2025.

         

        Should you have any questions please contact us.