Proposed Group Association Rules (Draft)

You may register by providing your information, be aware that inso registering you will, irrevocably have agreed to the rules set out below and have joined “xxxxxx Resort Action Group and you will have to complete documentation and your continued membership will depend on you doing so and complying with the terms and conditions set out in the rules of the association below.

xxxxxxx Action Group will not represent any person or entity that is not a Member of xxxxxxxx Action Group.

Your data and information will ONLY be released to Timeshare Consumer Association (TCA), and appointed professional firms of solicitors, regulated in England and Wales.

RULES OF ASSOCIATION

1. Definitions

Unless the context requires otherwise:

“Association” means the individuals who are part of the xxxxxxx Action Group and who have signed to these Rules.

“Committee” shall mean the Committee constituted in accordance with the Committee Rules, annexed hereto.

“Opponent” means xxxxxxxxxxxClub.

“Defaulting Member” means the Members of the Association who have been declared as such in accordance with clause 3.2.2.

“Basic Loss” means the loss suffered by the Member arising out of the breach of trust and/or breach of contract committed by xxxxxx Club. Basic Loss is based on the claim for an account of profits made by Palm Beach Club pursuant to the breach of trust and/or damages for the breach of contract claim.

“Eligible to Participate” means those individuals who entered into an agreement with xxxxxxxxClub and who are the victims of a breach of trust and/or breach of contract committed by xxxxxxxx Club.

“Founding Members” means the original members of the Committee as defined in the Committee Rules.

“General Meeting” means a General Meeting of the Association.

“Member” means a Member of the Association under Rule 3 and “Membership” shall be construed accordingly.

“Officers” means those Members who are appointed as officers of the Association under clause 2 of the Committee Rules.

“Recoveries” means all sums obtained for and on behalf of the Members as a result of any action taken by the Association.

“Rules” means these Rules of Association.

2. Objects and Powers

• » 2.1 The objects of the Association (“the Objects”) are the protection and/or advancement of the interests of the Members including (but not limited to) the organisation, co-ordination, financing and prosecution of:
  • 2.1.1 claims of Members against the Opponent for compensation for losses suffered as a result of a breaches of trust and/or breaches of contract committed by the Opponent
  • 2.1.2 such other actions and/or proceedings as in the opinion of the Committee are necessary or desirable for the attainment of the Objects

» 2.2 The Association shall, through its Committee, have the power to do anything which in the opinion of the Committee is calculated to facilitate, or is conducive or incidental to, the achievement of the Objects including (without prejudice to the generality of the foregoing):

• 2.2.1 raising funds from Members and third parties for the purpose of financing the Association’s activities including entering into loan or other arrangements with such persons on terms determined by the Committee for the purpose of financing the Association’s activities, and the making of contributions to persons for the furtherance of common interests;
• 2.2.2 incurring and paying all costs associated with the achievement of the Objects including but without prejudice to the generality of the foregoing the execution of agreements with professional advisors on such terms as the Committee shall deem appropriate and the payment of premiums for insurance the Committee shall deem appropriate;
• compromising or settling any claim against any party on behalf of (and so as to be binding upon) the Members.

3. Membership of the Association

• » 3.1 Subject to Rule 3.2, a person who is Eligible to Participate and who wishes to be a Member shall apply for membership by signing and returning these Rules. An applicant whose application is accepted by the Committee shall become a Member.
• » 3.2 Membership of the Association shall be governed as follows:
  • 3.2.1 the Committee may refuse to admit to (or may expel from) Membership any person whose Membership would be (or is) in its opinion injurious or otherwise prejudicial to or incompatible with the interests of the Association or who has a conflict of interest with the Association, and may expel from Membership any person who commits a material breach of these Rules and who fails to correct such breach within 14 days of service upon him of notice of it. An expelled Member shall not be entitled to any benefits or rights of Membership, whether accruing before or after his expulsion;
  • 3.2.2 as an alternative to expulsion the Committee may declare any of the said persons to be a Defaulting Member and the Committee shall at its discretion determine whether and on what terms that Member shall continue to receive any of the benefits and rights of Membership provided that no such declaration shall be made until the expiry of 14 days following service upon such Member of notice detailing the reasons for such declaration;
  • 3.2.3 if a Defaulting Member makes good his default (and all the consequences thereof) to the satisfaction of the Committee, the Committee may declare him to be no longer a Defaulting Member and as from such declaration he shall again be entitled to the benefits and rights of Membership (but not retrospectively and in particular, without the right to any distribution under Rule 6 which may have taken place during his suspension unless (but not retrospectively, and to the extent that) the Committee determines otherwise).

» 3.3 Any person who is a Member of the Association may resign from the Association by giving seven days written notice to the Committee. The Committee may at its discretion determine whether and on what terms that person who has resigned as a Member shall continue to receive any of the benefits and rights of Membership;

» 3.4 The name of any Member may not without the express permission of that Member be disclosed by the Committee to any other Member of the Association, save that the Committee may disclose the name of any Member to any officer, employee and professional advisor of the Association; if required for the purpose of pursuing the Objects; if required by law or by the order of any Court or other competent tribunal; or pursuant to any rule of any regulatory authority to which the Association may be subject.

4. Obligations of Membership

On or by virtue of admission to membership a Member:

• » 4.1 grants authority to the Association to enter into contracts and to employ, retain or engage the services of any person, firm or company which in the absolute discretion of the Committee is deemed expedient for the purpose of achieving the Objects and in particular (but without prejudice to the generality of the Association’s powers) to obtain advice from solicitors, counsel and/or other experts including advice on the institution of legal proceedings against any person or organisation whose actions or inactions may be considered to have been responsible for or contributed to the losses of the Members in connection with or as a result of entering into an agreement with the Opponent;
• » 4.2 grants authority to the Association to enter into negotiations with and contracts with funders and insurers for the purposes of obtaining insurance and or funding for the pursuance of the Members’ claims and in particular the potential disbursements and adverse costs thereof which in the absolute discretion of the Committee are deemed expedient for the purpose of achieving the Objects.
• » 4.3 grants authority to the Committee to conduct on behalf of the Association negotiations with any relevant parties for the purpose of recovering compensation for losses suffered by Members in connection with or as a result of entering into an agreement with the Opponent;
• » 4.4 grants authority to the Association acting through the Committee, to enter into any compromise or settlement authorised in accordance with Rule 2.2.3 on behalf of (and so as to be binding upon him and all other Members and to receive and give receipts for recoveries;
• » 4.5 agrees during the existence of the Association and thereafter to indemnify the Committee (including Founding Members) and each officer against legal actions or claims by third parties relating to any acts, errors and/or omissions performed, committed and/or made and liabilities incurred (including without prejudice to the generality of the foregoing liabilities for its or his or her own costs of any other party) in good faith in pursuance of the Objects (fraud excepted);
• » 4.6 agrees during the existence of the Association not to take any legal proceedings or enter into any negotiations or make any admissions which are or may be prejudicial to or incompatible with proceedings taken or negotiations entered into by the Committee or the Association;
• » 4.7 agrees during the existence of the Association to make available to the Committee all information and documents in his possession and/or control which may assist the Committee in the pursuit of the Objects;
• » 4.8 agrees during the existence of the Association and thereafter to keep all information which he shall have acquired either in the course of Membership of the Association or insofar as it relates to the Objects of the Association prior thereto (including if he should become aware of the identity of other Members) confidential (except as provided by Rule 3.4) unless otherwise authorised by the Committee;
• » 4.9 except where disclosure is required by law or statute, any information passed to a Member in relation to any claims against the Opponent shall be kept confidential and shall not be divulged or communicated to any third party, including the media. This clause will survive notwithstanding any termination of membership or the winding up of the Association pursuant to clause 11 below.

5. Recoveries

If as a result of negotiations or litigation by or on behalf of the Association, Members become entitled to Recoveries, such Recoveries shall be paid to the Association and applied in the following order:

• » 5.1 first, in paying or providing for the payment of any unpaid expenses and liabilities of the Association including without prejudice to the generality of the foregoing any expenses incurred in the forming of the Association and the pursuit of the Objects prior to foundation;
• » 5.2 second, in paying or providing for the pursuit of any unfulfilled Objects which in the opinion of the Committee should still be pursued and should be so paid or provided for, subject to such (further) pursuit being authorised by the Committee;
• » 5.3 third, in distributing the balance to Members in the following way:5.3.1. in the event of a trial in accordance with the finding of the Judge or if appealed, in accordance with the finding of the Appeal Court;
• 5.3.2. in the event of settlement the Committee shall distribute the balance as follows: Following division of the funds in the above manner, the funds shall be distributed pro-rata to the Basic Loss claimed amongst the Members.

6. Officers

The Officers of the Committee shall be the Officers of the Association.

7. General Meetings

• » 7.1 A General Meeting may be convened at any time by the Committee and shall be convened and held in accordance with this Rule within 28 days of receipt by the Chairman of a requisition in writing signed by not less than 5 members specifying the object of the meeting;
• » 7.2 notice covering any General Meeting shall be sent to all the Members not less than 14 days before the meeting and shall specify the object of the meeting;
• » 7.3 accidental failure to give notice of a General Meeting to one or more Members will not invalidate the proceedings at the General Meeting;
• » 7.4 the Chairman, or failing him the Deputy Chairman, shall take the chair at any General Meeting. In their absence the members of the Committee present at the meeting shall elect a Chairman of the meeting;
• » 7.5 any Member who wishes to be represented at a General Meeting by proxy may appoint a proxy who shall be entitled to attend on his behalf. 48 hours clear notice of such appointment identifying such proxy must be given to the Committee before the meeting;
• » 7.6 all General Meetings shall be held in xxxxxx, or such other place, as the Committee shall from time to time determine;
• » 7.7 all Members shall be entitled to attend all General Meetings in person or by proxy.

8. Alteration of Rules

These Rules shall not be capable of alteration except by written agreement of 51% of all Members, irrespective of the amounts of their Basic Loss.

9. Notices

Any notice shall be in writing to the address last notified in writing by The Timeshare Consumer Association. Notice shall be deemed to be given to a Member as follows: forty eight hours after being sent by first class post, on delivery if hand delivered to a Member’s address (or sent by fax to a Member’s fax number), on delivery if emailed to a Member’s email address. Notices to the Association shall be sent by post or otherwise delivered to the address (or sent by fax to the Association’s fax number) for service last notified to the TCA in writing by the Association.

10. Accounts

• » 10.1 All monies belonging to the Association shall be paid to The appointed association solicitors;
• » 10.2 The Treasurer of the Committee shall, under the supervision of the Committee maintain proper books of account in which all financial transactions of the Association shall be recorded and shall cause accounts to be prepared and submitted to the Committee in respect of each year or financial year.
• » 10.3 Such accounts shall be available for inspection by a Member on request at the offices of The appointed association solicitors.

11. Winding-up

• » 11.1 If the Committee shall be of the opinion that the Objects cannot be achieved, the Committee may resolve that the affairs of the Association be wound up;
• » 11.2 if the Committee shall be of the opinion that the Objects have been accomplished, they may resolve that the affairs of the Association be wound up;
• » 11.3 on a winding-up of the Association its funds shall be applied as provided for Recoveries in Rule 5 (except Rule 5.3);
• » 11.4 on completion of the winding-up, the Association shall be dissolved.

12. Proper Law and Jurisdiction

• » 12.1 These Rules are governed by the laws of England and the English courts shall have exclusive jurisdiction in any matters arising in relation to these Rules.
• » 12.2 Each member is deemed to have entered into the Rules of the Association

For more information regarding this article or assistance in any other timeshare related issues please contact the TCA on 01908 881058 or email: info@TimeshareConsumerAssociation.org.uk