This article has been reprinted from Roadholder 373 January 2019 - From Tim Harrison
I am bringing to your attention recent events which have potentially serious implications for our club. The issues revolve around a legal threat from Andover Norton International Limited (ANIL) and the framework under which we are organisationally established.
The NOC was set up in 1959 by a group of enthusiasts at a meeting in Eric Oliver's Motorcycle shop. A set of rules and constitution were written and have been built upon over the decades since. We are what is known as an 'unincorporated body'. In effect, this means that the sole liability for the club rests with the members of the Executive Committee at the time. This has worked well in the past and encourages a friendly and co-operative way of running the club.
In 1991, the NOC purchased a significant number of blueprints of Norton factory drawings from Joe Francis, a motorcycle dealer in South London. We have, since that time, kept the drawings safely and made one electronic copy because the condition of the paper drawings was deteriorating with age.
The club initially received a request for certain drawings from ANIL. The Executive Committee was concerned that we should be even handed in our approach to suppliers and we were also considering commissioning the manufacture of the relevant parts ourselves.
Members will be aware the club is under considerable pressure to get 'hard to come by' spares made. The drawings requested were not handed over to ANIL, although they were subsequently offered and declined.
ANIL made claims to all of the drawings, the copyright and intellectual property rights, thereby challenging our right to own, copy or make parts from the drawings. The Club believes that our ownership of the drawings is clear. We are not in a position to know who owns the copyright and the intellectual property rights. We are advised that UK and European law entitles us to make parts but we do not, and have never stated, that the parts we commission are original or sold under the 'Norton' name.
The Club has received solicitors' letters from two firms acting on behalf of ANIL,both of which threaten the Club with legal action. The normal possibilities would be to settle by agreement or to fight in Court. Our problem is that as an unincorporated body, any claim is against named members of the entire Executive Committee. They are therefore the only people who can reach a settlement and, quite frankly, this will be difficult to achieve. ANIL has offered an agreement which requires undertakings and commitments that in the future, the signatories may not be in a position to enforce. This leads to the issue of how we can best protect the current and future EC members and limit the liability of the Club.
Following research and taking advice, the Executive Committee has concluded that the only way forward is to convert the Norton Owners Club into a limited liaibility trust or company. Accordingly, the Executive Committee will be submitting a formal proposal at the next AGM. It will not be the intention to remove any aspects of the Club's democracy. The NOC Constitution will be incorporated into the Articles of the new organisation; members should not notice any difference.
The Executive Committee will be making the proposal purely to protect it's officers and their personal assets from the threat of legal action. There is absolutely no intention to change the club in any other way.
We hope to be able to reach agreement with Andover Norton but this will require give and take and their recognition that we are, and wish to remain, a Club serving our members, not a commercial competitor.