Memorandum And Articles of Association of The Fell Pony Society

DATE OF INCORPORATION 2nd August 1996

COMPANY NUMBER. 3233346

PATTINSON & SCOTT
SOLICITORS
11 CHURCH STREET
AMBLESIDE
CUMBRIA LA22 0BS

THE COMPANIES ACTS 1985 to 1989

COMPANY LIMITED BY GUARANTEE
AND NOT HAVING A SHARE CAPITAL

2. The registered office of the Society is to be situated in England and Wales.

3. The objects ("the objects") of the Society are:-

4. Ths liability of the members is limited.

5. Every member of the Society undertakes to contribute such amount as may be required not exceeding £1.00 to the assets of the Society if it should be wound up while he or she is a member or within one year after he or she ceases to be a member, for payment of the debts and liabilities of the Society contracted before he or she ceased to be a member, and the costs, charges and expenses of winding up, and for the adjustment of the rights of the contributories among themselves.

6. The Income and profits of the Society shall be applied in printing the objects and no distribution shall be made to Members of the Society.

7. If the Society is wound up and after the satisfaction of all its debts and liabilities, there remains any surplus, it shall not be distributed among the members of the Society, but shall be given or transferred to some other body having objects similar to those of the Society or to another body the objects of which are charitable.

WE, the persona whose names and addressee are subscribed, wish to be formed into a company under this Memorandua of Association.

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THE COMPANIES ACTS 1985 to 1989

COMPANY LIMITED BY GUARANTEE
AND NOT HAVING A SHARE CAPITAL

'the Act' means the Companies Act 1985 including any statutory modification or re-enactment of it for the time being in force;

'clear days' in relation to the period of a notice means that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect;

and unless the context otherwise requires, words or expressions contained in these articles bear the same meaning as in the Act but excluding any statutory modification of it not in force when these articles become binding on the Society.

1.2 The Society is established for the purposes expressed in the Memorandum of Association.

2.1 Applications for membership shall be in writing in such form as my be required by the Council, but must include an undertaking to be bound by the Memorandum and Articles of the Society.

2.2 The Council shall have the right to refuse an application for membership without giving any explanation or reason for exercising such right. Persons under the age of 16 years shall be Junior Members.

2.3 The Council shall have the right for good and sufficient reason, and subject to a two-thirds majority of the Council taken on a poll, to terminate the membership of any member, provided that the member concerned shall have the right to be heard before any final decision is made.

(il) Honorary members, who my be elected by the members in General Meeting upon the recommendation of the Council or

(III) Family members (members of a Full member's family living at the same address as the Full member) or

(i) To register and transfer Fell Ponies in The Fell Pony Stud Book at a reduced fee.

(ii) To exhibit Registered Fell Ponies at shows organised by the Society and to receive notice of such shows.

(iii) To receive a notice of, and to attend all general meetings of the Society.

(i) The annual subscription or any alteration thereto shall be recommended by the Council of the Society to the Annual General Meeting and, if approved, take effect from 1st January the following year. Subscriptions shall be due immediately when an application for membership is accepted by the Society.

(ii) Junior Members and Family !Members shall pay the subscription at a reduced rate

(iii) Members in arrear with their subscriptions for more than 2 months shall forfeit the privileges of the Society.

4.1 The Society shall hold a general meeting as its Annual General Meeting in the Spring of each year and shall specify the meeting as such in the notices calling it. The notices shall Include the draft accounts of the Society. Not more than fifteen months shall elapse between the date of one Annual General Meeting of the Society and that of the next. So long as the Society holds it first Annual General Meeting within eighteen months of its incorporation it need not hold it in the year of its incorporation or to the following year.

4.2 The Society shall hold a general meeting in the Autumn of each year ('the Autumn General Meeting').

4.3 All general meetings shall be held in the United Kingdom at a time and place specified by the Council.

4.4 All general meetings other than the Annual General Meeting and the Autumn General Meeting shall be called Extraordinary General Meetings

4.5 The Council may, whenever it thinks fit, convene an Extraordinary General Meeting.

4.6 The Council shall, on a requisition made in writing signed by thirty or more members, at the expense of the requisitionists, immediately proceed to convene an Extraordinary General Meeting. Any requisition made by members shall state the object of the meeting and the terms of any special or extraordinary resolution to be proposed, and shall be left at the Registered Office of the Society. At such a meeting only matters specified in the notice my be discussed.

5.1 At least twenty-one clear days before every Annual General Meeting and every EXtraordinary General Meeting called for the passing of a special resolution and at least fourteen clear days before every other General meeting, notice specifying the place, the day and the hour of meeting, and, in the case of special business, the general nature of such business, shall be given to all members and the Auditors of the Society.

5.2 The accidental omission to give notice to, or the non-receipt of a notice of a meeting by any person entitled to receive notice, shall not invalidate the proceedings at that meeting.

6.1 No business shall be transacted at any meeting unless a quorum of not less than twenty members having the right to vote at the meeting is present at the commencement of such business.

6.2 If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of members, shall be dissolved; in any other use it shall stand adjourned to the same day in the following week at the same time and place, and if at such adjourned meeting a quorum is not present the meting shall be dissolved.

6.3 The chairman of the Society, or in his or her absence, the Vice Chairman shall preside at every general meeting of the Society. If neither the Chairman or the Vice Chairman is present at the tine of holding the seating, the members present shall choose a member of the Council to be Chairman of the meeting.

6.4 The Chairman may, with the consent of a Meeting, at which a quorum is present (and shall if directed by the meeting) adjourn a meeting, but no business shall be transacted at any adjourned meeting other than business which might properly have been transacted at the meeting had the adjournment not taken place. When a meeting is adjourned for fourteen days or more, at least seven clear days notice shall be given specifying the time and place of the adjourned meeting and the nature of the business to be transacted. Otherwise it shall not be necessary to give any such notice.

6.5 A resolution put to the vote at a general meeting shall be decided on a show of hands unless before, or on the declaration of the result of the show of hands, a poll is demanded. Subject to the provisions of the Act a poll may be demanded:

(1) by the Chairman; or

(2) by at least five members having the right to vote at the meeting.

A poll shall be taken as the Chairman directs and the Chairmen shall appoint scrutineers who need not be members. A declaration by the Chairman confirmed by the scrutineers that a resolution taken on a poll has been carried or lost shall be conclusive evidence of the fact and the number of votes cast for or against the resolution shall ~~not~~ be disclosed.

6.6 Unless a poll is demanded a declaration by the Chairmen that a resolution has been carried or lost and an entry to that effect in the minute book of the Society shall be conclusive evidence of the fact without proof of the proportion or number of votes recorded in favour or against the resolution.

6.7 In the case of an equality of votes, whether on a show of hands or on a poll, the Chairman shall have a casting vote but shall not otherwise vote at meetings.

7.1 Subject to Article 6.7, the following shall be entitled to vote at all general meetings of the Society:-

(i) Full members;
(ii) Honorary members.

7.2 No member shall be entitled to vote at a general meeting if his or her subscription to the Society is more than 2 months in arrear.

7.3 No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is tendered, and every vote not disallowed at the meeting shall be valid. Any objection made in due time shall be referred to the Chairman whose decision shall be final and conclusive.

8.1 The management of the affairs of the Society shall be conducted by a Council.

8.3 Four members of the Council shall retire each year, but shall be eligible for immediate re-election at the Annual General Meeting without further nomination.

8.4 Members shall not be eligible for election to the Council unless they have been Full Members of the Society for a period of at least five consecutive years.

8.5 Nominations for the Council shall be in writing, signed by two members and forwarded to the Secretary on or before 1st January preceding the Annual General Meeting.

8.7 Until the first Annual General Meeting the Council shall consist of the subscribers to the Memorandum.

8.8 The quorum for a Council Meeting shall be seven members of the Council.
The Chairman of a Council Meeting shall have a casting vote, but shall apt otherwise vote on resolutions of the Council.

(i) have control over all the affairs and property of the Society and shall exercise all such powers of the Society as it thinks fit;

(ii) engage all such officers and employees as it considers necessary and shall regulate their duties and fix their salaries;

(iii) have power to make or amend regulations regarding the Registrations and Transfers, The Stud Book, Scallion Licences and Service Book, Stallion and Colt Show and Premiums, the Breed Shows, the Annual Sale and distribution of awards;

(iv) review the Judges Panel annually. Judges shall be elected to or removed from the Society's Panel by a majority vote of the Council by a poll;

(v) maintain a record of all property, securities, cups or other trophies owned or held in trust by the Society and keep the same comprehensively insured to the fall value;

9.1 President

At the Annual General Meeting in every second year the Society shall elect a Member of the Society to be President for a period of two years and who shall be eligible for re-election. The President shall be an ex-officio Member of the Council. Election shall be by a poll.

9.2 Chairman and Vice Chairman

The Chairman and Vice Chairman of the Society shall be members of the Council and shall be elected by the Council by a poll at the next Council meeting after the Annual General Meeting in each year.

9.3 Secretary

The Secretary shall be appointed by the Council and shall be an ex-officio Member of the Council. The Secretary shall be appointed for such term at such remuneration and upon such conditions as the Council my think fit.

Auditors shall be appointed and their duties regulated in accordance with Sections 384 to 392 of the Act.

The following is the description of the Fell Pony and Scale of Points accepted by the Society and no alteration to the Description or Scale of Points shall be made except by the members at an Extraordinary General Meeting called for the purpose:

HEIGHT:	not exceeding 14 hands (142.2 cms).
COLOUR and MARKINGS:	black, brown, bay and grey. Chesnuts, piebalds and skewbalds are debarred. A star and/or a little white on or below the hind fetlock is acceptable. An excess of white markings is discouraged, but such ponies are eligible for registration.
HEAD:	small, well chiselled in outline, well set on, forehead broad, tapering to nose.
NOSTRILS:	large and expanding.
EYES	prominent, bright, mild and intelligent.
EARS	neatly set, well formed and small.
THROAT AND JAW	fine, showing no signs of throatiness nor coarseness.
NECK	of proportionate length, giving good length of rein, strong and not too heavy, moderate crest in case of stallion.
SHOULDERS	most important, well laid back and sloping, not too fine at withers, nor loaded at the points - a good long shoulder blade, muscles well developed.
CARCASS	good strong back of outline, muscular loins, deep carcase, thick through heart, round ribbed from shoulders to flank, short and well coupled, hind quarters square and strong with tail well set on.
FEET, LEGS AND JOINTS	feet of good size, round and well formed, open at heels with the characteristic blue horn, fair sloping pasterns not too long, forelegs should be straight, well placed not tied at elbows, big well formed knees, short cannon bone, plenty of good flat bone below knee (eight inches at least), great muscularity of arm.
HIND LEGS	Good thighs and second thighs, very muscular, hocks well let down and clean cut, plenty of bone below joint, hocks should not be sickle nor cow-hocked.
MANE, TAIL AND FEATHER	plenty of fine hair at heels (coarse hair objectionable), all the fine hair except that at point of heel may be cast in summer. Mane and tail are left to grow long.
ACTION	walk, smart and true. Trot well balanced all round, with good knee and hock action, going well from the shoulder and flexing the hocks, not going too wide nor near behind. Should show great pace and endurance, bringing the hind legs well under the body when going.
GENERAL CHARACTER	the Fell Pony should be constitutionally as hard as iron and show good pony characteristics with the unmistakable appearance of hardiness peculiar to mountain ponies, and at the same time, have a lively and alert appearance and great bone.

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Height and colour	5
Head, nostrils, eyes, ears, throat/jaw and neck	10
Shoulders	15
Carcase	20
Feet, legs and joints and hind legs	25
Action	25
General characteristics	25