THE IMP CLUB LTD RULES

1. CONSTITUTION The membership shall consist of "Honorary", "Full", "Associate" and "Honorary Associate" members. Honorary members will be restricted to individuals elected by the Committee as a recognition of their work in promoting motoring in general, the former 'lmp Club' or the Club. Full Membership will cover an individual who once accepted as a member of the Club will be issued with a membership card. The Full Member will be entitled to all rights and services hereafter mentioned and otherwise offered by the Club. Associated Membership will be available to the spouse, member of the immediate family or partner of a Full Member residing at the same address. Once accepted as an Associate Member of the Club they will be entitled to all the rights and services available to a Full Member, except the receipt of the Club publication or other such items.

2. ELECTION OF MEMBERS Any candidate for membership must forward to the Membership Secretary an application form together with the required subscription. All applications for membership will be considered by the Membership Secretary, as a duly elected member of the Committee. The approval of the Membership Secretary to accept an application will constitute an acceptance by the whole committee. In the event an application is rejected by the Membership Secretary, that candidate's application will be considered at the next Committee Meeting following receipt and that no explanation need be given to the applicant. Acceptance of that application will be at the discretion of the Committee. A vote of one third of the Committee against the election of a candidate shall exclude the candidate from membership of the Club. Candidates not elected for membership by the Committee shall have their subscriptions returned and shall cease to be members of the Club immediately following the Committee Meeting.

3. MEMBERSHIP A membership year will run from the first day of the month in which the application is accepted. An Associate membership year will run concurrent with that of the linked Full Membership. The renewal month will be the month containing the anniversary of the date of acceptance. An Associate Membership cannot be renewed as such unless the linked Full membership is also renewed at the same time. Upon payment of the appropriate subscription (less joining fee) the Associate Member can assume Full Membership status at any time.

4. JOINING FEE An individual applying for Full Membership of the Club for the first time or an individual re-applying for Full Membership after two months or more of lapsed membership, will be required to pay a joining fee. No further joining fee will be payable for continuous membership. The Committee may decide to waive the joining fee in certain cases and at appropriate times and events, for promotional purposes.

5 . SUBSCRIPTION Membership subscriptions, joining fees and Associate Membership fees, shall be such amounts as shall be decided by the Committee from time to time and approved by the members at a General Meeting.

6. PAYMENT OF SUBSCRIPTIONS Annual subscriptions shall fall due on the first day of the renewal month as detailed in Rule 3. The member will receive notification from the Membership Secretary at the start of the month prior to the member's renewal month. The member will have that month to renew their membership without effect to their membership entitlement. If at the end of the renewal month the Membership Secretary has not received the member's subscription a second reminder will be forwarded to the member. From the date of receipt of the second reminder the member will have a further two months in which to renew their membership, but all membership entitlement will be suspended. If before the two months have expired the Membership Secretary receives the appropriate subscription, membership entitlement will be backdated to the member's original renewal month.

7. NON-PAYMENT OF SUBSCRIPTIONS Any Member who has not paid his due subscription within -

two months of the due date as described in Rule 6 shall be deemed to have voluntarily resigned as a member of

the Club. No Member whose subscription is in arrears shall be eligible to take part in any activity organised by the Club which is restricted to club members. Nor shall such members be entitled to enjoy any of the benefits or privileges of membership.

8. EXPULSION OF MEMBERS Any Member who acts against the interest of the Club may be expelled from the Club by the Committee provided that at least two thirds of the elected committee members and directors are in favour of the expulsion of the Member and provided that he is given at least seven

day's notice and not more than six week's notice of the meeting at which his expulsion is to be discussed and provided that the Member shall be given a right to appeal to the membership either verbally or in writing to the Committee.

9. RESIGNATION Any Member ceasing voluntarily to be a member of the Club shall cease thereafter to enjoy any of the privileges of membership or to have any claim on the property of the Club but shall remain liable to any debts due to the Club from him.

10. MANAGEMENT The responsibility for the management of the affairs of the Club shall be vested in the Committee saving those items expressly referred to by these rules as requiring acceptance at a General Meeting. The Committee shall meet as and when necessary but not less than three times a year in order to carry out their duties relating to the management of the Club.

11. THE BOARD OF DIRECTORS The Board of Directors shall consist of Chairman, Club Secretary and Treasurer. No two Board of Directors posts shall be held by one individual or by the spouse, member of the immediate family or partner.

12. THE COMMITTEE The Committee shall consist of the Board of Directors together with such officers as required but subject to the minimum of four such officers’ i.e. a minimum of seven Committee Members. The Committee shall have the power to co-opt other members as they deem necessary.

13. NOMINATION Any Honorary, Full or Associate Member is eligible for nomination to a post on the Committee. Nominations by a third party must be signed by the proposer who must first obtain the permission of the member or an intimation that the member is willing to serve on the Committee in the post for which he is being nominated. All nominations must be submitted to the Club Secretary at least 14 days before the date of the AGM.

14. ELECTION OF OFFICERS The Club officers shall be elected at the Annual General Meeting and shall remain in office until their successors are appointed at the Annual General Meeting following their appointment unless their term of office is terminated voluntarily or otherwise. If an appointment is terminated voluntarily or otherwise, the Committee shall have the power to co-opt a person to fulfil that role until the next Annual General Meeting. The retiring officers and other members of the Committee shall be eligible for re-election. An Honorary, Full, Associate member, retiring officer or Committee member will not normally be permitted to be elected to hold two Committee posts, unless those present at an Annual General Meeting wish to elect one officer to cover two posts. This will only be applicable where no other suitable nominations have been received or to leave the post vacant would be detrimental to the functioning of the Club or Committee.

15. COMMITTEE MEETINGS The Committee shall meet whenever summoned by the Club Secretary who may convene a meeting of his own accord, or shall do so by direction of the Chairman, or on a requisition signed by at least four Committee members. The Club Secretary must give at least five days notice of any Committee meeting. The date of Committee meetings will be normally published in the next available Club magazine. Any Honorary, Full or Associate member is entitled to attend any Committee meeting. Copies of the minutes of Committee meetings will be available to Club members upon request from the Club Secretary.

16. VOTING AT COMMITTEE MEETINGS Each elected Committee member present at a committee meeting shall be entitled to exercise one vote. Any Club Member present who is not a duly elected Committee member will not be entitled to vote. The Chairman shall not vote except in the exercise of a casting vote. Any Committee member may demand a vote by ballot.

17. ANNUAL GENERAL MEETING The Annual General Meeting of the Club shall be held each year at a time and date fixed by the Committee in accordance with the Companies Act, as amended. The Annual General Meeting shall: -

a) Receive from the Chairman a report of the activities of the Club during the preceding year.

b) Receive from the Treasurer a statement of accounts showing the receipts and expenditure for the preceding year together with a balance sheet showing the assets and liabilities of the Club.

c) Receive such other reports, as the Committee shall deem to offer.

d) Appoint two returning officers for the ensuing elections.

e) Elect the Chairman, Club Secretary and Treasurer and other such officers as the Board of Directors shall decide as described in Rule 14.

f) Elect one or more stocktakers to audit the current year's stocks, the stocktakers shall be Full or Associate members of the Club and shall not be currently serving on the Board of Directors,

g) Decide on any resolutions submitted to the Annual General Meeting as detailed in Clause 18.

18. AGENDA Items for discussion at an Annual General Meeting shall be notified to the Secretary at least 28 days before such meeting, The agenda shall be published in the copy of the magazine prior to the date of the Annual General Meeting, however the non-receipt, by any member, of the agenda shall not invalidate the proceedings. Any item not included in the agenda prior to the date of the meeting may be discussed at the end of the normal proceedings under Any Other Business.

19. EXTRAORDINARY GENERAL MEETING An Extraordinary General Meeting may be convened by direction of the Board of Directors or by requisition to the Club Secretary stating the reasons for which the meeting is required and signed by at least twenty members. If the meeting so requisitioned is not convened within 28 days, the said members may convene the meeting, provided that the receipt by the Club Secretary of the said requisition can be proved. At least 14 days notice of an Extraordinary General Meeting must be given to the full membership by the Club Secretary or by the said members, however non-receipt of such notice by any member shall not invalidate the proceedings.

20. MINUTES Minutes of all Board, Committee and General Meetings are to be recorded and a copy placed in a minute file and signed by the Secretary and Chairman upon acceptance. The minute file must be provided upon demand at all following meetings.

21, BANKING All monies of the Club shall be banked by the Treasurer in the name of the Club, except, where permitted by the Board of Directors, accounts are set up and managed by Committee members with an aim to be self financing or used as a float. Where an Area Centre Co-ordinator (ACO) or an officially approved event organising committee wishes to run a self funding account it shall first be requested formally to the committee at a committee meeting. The Committee shall ensure that true accounts are kept of the Club's transactions and of all sums of money received or disbursed. The records of all accounts shall be kept at such place as prescribed by the Committee.

22. REGISTRARS Official Registrars may be appointed by the Committee for each of the models catered for by the Club. All records held by such registrars in connection with their post shall remain the property of the Club and shall be made available to the Committee for inspection upon request.

23. AREA CENTRES AND OVERSEAS CONTACTS Any centre or contact recognised as such by the Board of Directors shall not portray itself as anything except as part of the Club. The Board of Directors shall have the power to form or dissolve centres of the Club as and when required. Such centres and contacts shall be bound by the Club rules. All books and papers relating to Club affairs shall remain the property of the Club and shall be made available to the Board of Directors for inspection upon request.

24. CLUB PROPERTY All equipment and other items held by Club officials in order for them to carry out their duties will remain the property of the Club and shall be made available to the Board of Directors upon request or when official duties cease.

25. USE OF CLUB NAME No member of the Club shall be permitted to use the Club name, logo or any part thereof, in relation to business advertising or other similar activity or in connection with any legal preceding, without the prior permission of the Board of Directors. It is the duty of all members to bring to the notice of the Board of Directors any such use of the Club name and all use of the Club name by non-members.

26. REGALIA Any regalia issued (i.e. not sold or officially given as prizes or promotional material) to members or Club officials shall remain the property of the Club, and on termination of their membership or official duties, they shall deliver up such regalia to the Club Secretary. The fee for such non-returned regalia shall be decided by the Committee. Prices for the sale of regalia shall be decided by the Committee or its

representatives.

27. DATA PROTECTION Any Club member or official requesting or receiving Club members details will treat such information in confidence and for Club purposes only, unless by prior permission from the Committee. Any individual or club deemed to be misusing such data shall be dealt with accordingly. The use of members' data shall be in accordance with the Data Protection Act 1984 and members' interests safeguarded at all times.

The Rules were approved at the Annual General Meeting held on the 17 July 2004.