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Society Constitution

CYMDEITHAS RHEILFFORDD LLYN TEGID

BALA LAKE RAILWAY SOCIETY

CYFANSODDIAD – CONSTITUTION

Approved by the AGM on 12th September 2020

1/ NAME:

The name of the society is CYMDEITHAS RHEILFFORDD LLYN TEGID, BALA LAKE RAILWAY SOCIETY

2/ AIMS:

The aims of the society are to support RHEILFFORDD LLYN TEGID Ltd, BALA LAKE RAILWAY Ltd or successor herein after known as THE COMPANY in ways that are acceptable to the directors and management of the Company.

3/ MEMBERSHIP:

  1. The classes of membership and subscriptions thereto shall be laid down from time to time by the committee
  2. Any application for membership of the society may be rejected by a decision of the committee.
  3. A member shall cease to be a member if:
  1. Having paid a subscription for the current year he/she notifies the Secretary of his/her desire to resign.
  2. There is a failure to pay a subscription within 3 calendar months from that date due.
  3. The committee believes that it is in the best interests of the society that a member cease to be a recognised member. A member suspended under this rule shall have the right to attend a committee meeting and state his/her case.
  1. All members of the society shall be allowed three free RETURN JOURNEYS per annum on off-peak trains belonging to the Company. All privilege travel is entirely at the discretion of the Company.
  2. All members of the Society and new members on joining shall receive a copy of the Company and Society rules.
  3. Members shall be entitled to join in the activities of the various departments of the Bala Lake Railway subject to suitability and vacancies. Members so engaged shall abide by the Company’s Rules and Regulations and shall always act in such a manner whereby the safety of persons or property and the interests of the Bala Lake Railway Company and Society shall not be jeopardised.

4/ MANAGEMENT:

  1. The society shall be managed by a committee which shall not exceed twelve in number including officers.
  2. The officers of the Society shall be ex officio members of the committee and shall consist of a Chairman, Vice-Chairman, Secretary and Treasurer. No-one under the age of seventeen years may be a member of the committee.
  3. Committee members must be members of the Society.
  4. Officers and other members of the committee shall hold office for one year commencing at the Annual General Meeting of the Society, and shall be elected by voting members of the Society present at such a meeting. Officers and other members of the Committee shall be eligible for re-election. Nominations for members, officers and other members of the Committee must reach the Secretary in writing at least fourteen days before the Annual General Meeting, bearing the signature of proposer and seconder. The Committee has the right to nominate officers and committee members, without notice. The agreement of the nominees must be obtained beforehand.
  5. The Committee has the right to appoint such officials as it thinks fit. Such officials may be in attendance at the Committee meetings if required, but have no right to vote unless they are members of the Committee. Such officials shall be members of the Society and over the age of seventeen years of age. Such appointments must be submitted for confirmation by the Society at each Annual Meeting.
  6. The Society at the Annual Meeting may appoint a President and up to four Vice-Presidents.
  7. If any committee members ceases to be such for any reason whatsoever between the Annual General Meetings the Committee may co-opt a member of the Society to fill the vacancy until the Annual Meeting. Extra Committee members up to the maximum permitted may be co-opted by the committee if vacancies are left at the annual Meeting.

5/ FINANCE:

  1. The committee shall hold all subscriptions, donations, grants or other receipts to or for the benefit of the Society. The committee shall use such funds for the purpose of the Society. In particular the Committee may grant, donate, lend or otherwise transfer any such funds to or subscribe for shares in, the company.
  2. The Committee shall have the power to defray the reasonable expenses of the Society or any member there of empowered to act on its behalf out of Society funds.
  3. The treasurer shall on behalf of the Committee keep proper books of account which shall be independently examined prior to the annual Meeting by a chartered or certified accountant or by two Honorary Examiners not being members of the Committee, appointed at the Annual General Meeting of the Society..
  4. At each Annual Meeting the independently examined accounts shall be presented.

6/ MEETINGS:

  1. The Committee shall meet at least quarterly, the Committee to arrange its own dates. The Chairman or four Committee Members shall have the power to call extra meetings on giving fourteen days written notice.
  2. The Society shall hold a General Meeting once in every year on a Saturday not more than 13 calendar months from the date of the previous AGM and as often as the Committee or at least twenty-five members decide. In all cases twenty-eight days written notice shall be given to all members. The Committee shall be responsible for arranging and calling the annual Meeting.
  3. At each General Meeting a quorum shall be 5% of the paid up members entitled to vote, except for a meeting called under rule 9.
  4. At each General Meeting members shall have one vote each. A simple majority shall be sufficient to pass a resolution except where the rules of the Society provide otherwise. The Chairman of the meeting shall have the casting vote. Voting shall be by a show of hands unless the Meeting decides otherwise.
  5. Postal or Proxy votes shall not be permitted. No member under the age of seventeen shall have the right to vote.
  6. At all the meetings of the Society the President shall be invited to take the chair. If he/she declines the Chairman shall take the chair. If the Chairman be absent the meeting shall elect one of its number to take the chair.
  7. At all meetings of the Committee the chairman shall take the chair and if he/she is not present the Committee shall elect one of its number to take the chair.
  8. A quorum of the Committee shall consist of not less than four voting members, two of whom must be officers.
  9. Minutes shall be kept of all the meetings of the Society and committee and shall be made available for inspection at the Society’s headquarters by any member entitled to vote, giving sufficient reason and twenty-eight days notice to the secretary.
  10. The Manager of the railway shall be invited to represent the company at Society committee meetings, including presentation of a report if he/she wishes to do so.

7/ ALTERATION OF RULES:

These rules shall be altered only by a majority of 75% of members present and voting at the Annual general Meeting or a special meeting. The proposed alterations must be clearly stated on the notices summoning the meeting.

8/ NOTICES:

Any notices given to members whether of a General Meeting, a Committee Meeting or otherwise shall be deemed to be sufficiently given if sent by post or otherwise to the last known address of the member.

9/ DISSOLUTION:

  1. The Society may be dissolved by a 75% majority of those present and voting at the general meeting of the Society called specifically for the purpose, the notice for which must be sent to all members twenty-eight days prior to such a meeting. At such a meeting not less than 51% of the voting membership must be present.
  2. In the event of any dissolution of the Society the assets of the Society shall first be use to pay any debts or liabilities and any surplus remaining shall be donated to the Company or if the company ceases to exist, to the Heritage Railway Association (HRA)