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Constitution and Bye - Laws
| 1. | Name |
|---|---|
| 1.1 | The name of the organisation shall be the 'N Gauge Society' (hereinafter referred to as the 'Society'). |
| 1.2 | The Society shall allow the formation of other sub - organisations on any basis approved by the Management Committee (hereinafter referred to as the 'Committee'), such sub - organisations to be called by the name of the Society with a distinguishing title following (e.g. N Gauge Society - East Midlands Group) such groups hereinafter called the 'Group'. These groups will in every respect be responsible to the Society and will conform to this Constitution and the Bye - Laws following. |
| 2. | Purposes |
| 2.1 | The objects and purposes of the Society and its groups are, inter alia, as follows |
| a) | To provide an opportunity for enthusiasts of N Gauge modelling to meet, to exchange experiences in the hobby and to exchange information and ideas for the general benefit of members. |
| b) | To provide a channel of communication for manufacturers, suppliers and publishers to give information on their products to members. |
| c) | To provide a means of presenting the opinions and needs of members to manufacturers, suppliers, retailers and publishers. |
| d) | To publish journals, papers and produce other items which may be considered of interest to members, or which may publicise the activities of the Society to the general public. |
| e) | To stimulate the development of N Gauge modelling techniques and to further generally the interests of all participating in the hobby. |
| 3. | Membership |
| 3.1 | Membership shall be open to any person interested in N Gauge modelling, subject to the power of the Committee to refuse, withdraw, suspend or expel from membership, as provided hereinafter by the Bye - Laws of the Society. |
| 3.2 | Family membership shall be available to the spouse, partner, or close relation, living at the same address, of any member. Holders of Family membership shall not be entitled to separate copies of Journals or other material produced by the Society other than a membership card. |
| 3.3 | Every member, upon their membership being accepted by the Society, shall receive a copy of the Constitution and Bye - Laws, and shall abide by them and any future amendments hereto duly passed. |
| 3.4 | The Membership Secretary of the Society shall keep such records of membership as may be required to distinguish generally and individually the different classes of membership. |
| 3.5 | The Membership Secretary shall keep stored on the Society's Computer system, each member's personal data, subject to the provisions of the Data Protection Act 1984. |
| 3.6 | The Membership Secretary shall disclose relevant personal data (membership number, name and modelling interests code) in the form of a membership list, to those members requesting the same, in writing, for a specific area. |
| 3.7 | This list is for the private use of Society members and its use for any commercial purposes, without the written permission of the Committee, is strictly forbidden. |
| 3.8 | Life membership shall be open to any member of the Society, subject to the approval of the Committee of the Society, conditional upon the total number of Life Members not exceeding ten per cent of the total membership strength on the date the application is heard by the Committee, and that each applicant shall have been a member of the Society for not less than six consecutive years. |
| 3.9 | Honorary Life Membership may be conferred upon any member of the Society at an Annual General Meeting after recommendation by the Committee and approval by at least 75% of the members present at that meeting and in recognition of outstanding and meritorious service to the Society. |
| 3.10 | All applications for Life Membership must be submitted to the Committee prior to the expiration of the current period of membership. |
| 3.11 | In the event of the Committee exercising its right of veto over any application for Life Membership, it shall give that member, in writing, the reasons for its decision. Any member aggrieved by the decision of the Committee may have a right of appeal to the next Annual General Meeting of the Society, when the consideration of the Committee and the statement of appeal will be considered by the members present and voted upon. At least 75% of the members present at that meeting must be in favour of any proposal for it to be carried. |
| 3.12 | Family Life Membership shall be available to the spouse, partner or close relative, living at the same address, of any member, conditional upon such Family Life Membership being sought at the same time as Life Membership is sought by the member. Family Life Membership shall cease at the time the Life Membership of the main member ceases. Holders of Family Life Membership shall not be entitled to separate copies of journals or other material produced by the Society other than a membership card. |
| 3.13 | Each member of the Society shall be entitled to one vote only on any proposal placed before the membership. Where a postal vote has taken place, no further voting will be permitted on that proposal. |
| 4. | Presidents and Vice Presidents |
| 4.1 | A President and Vice Presidents, whose primary income is not derived from the model railway trade, may be appointed by the Committee, subject to approval and confirmation by the members present at the Annual General Meeting. The President shall be appointed for a period of three years and may be re-appointed for further periods of three years. Vice Presidents shall be appointed for two years and shall be eligible for re-appointment. Re-appointments shall not be considered an automatic privilege. |
| 4.2 | The President and Vice Presidents may be invited, individually or as a group, to attend meetings of the Committee from time to time. They shall have no voting rights at such meetings. |
| 4.3 | The President, or any Vice President, may be invited by the Committee of the Society to chair, or be a member of, any sub Committee, where they shall enjoy full voting rights, or be invited to undertake a specific task. |
| 5. | Dissolution |
| 5.1 | In the event of the disbanding, dissolution or winding up of the Society, efforts must be made for the preservation of its books and records as the Society may determine. The assets of the Society shall be realised and, after payment of debts and expenses, any surplus shall be donated to a suitable model railway society or railway preservation organisation, as approved by a majority of the members present at the dissolution meeting. |
| 5.2 | In the event of the disbanding or dissolution of a Group, all books, documents and records shall be handed to the General Secretary of the Society. Any debts of the Group shall be paid by the members of the Group and any grants made by the Society to the Group shall be repaid. Any remaining assets shall be disposed of in accordance with the wishes of the members of the Group. |
| 6. | Amendments to Constitution |
| 6.1 | No amendments to, or alterations of, the foregoing Constitution shall be made except by a referendum of all members of the Society, after due discussion at an Annual General Meeting or at a Special General Meeting called by the Committee for that purpose, for which twenty one days notice must be given to all members in the United Kingdom. The reasons for and arguments against such change must be published in the Society Journal and a majority of at least 75% of those returning a vote not later than sixty days after the date of the Journal publication must be recorded in favour before such an amendment may become effective. |
Bye - Laws
| 1. | Officers |
|---|---|
| 1.1 | The officers of the Society shall consist of a Chairman, a General Secretary, a Treasurer, a Membership Secretary, a Journal Manager, a Shop Manager, an Area Groups Co-ordinator, a Society Display Unit Manager, a Trade Liaison Officer, and not more than three additional Officers for named specific purposes as is deemed necessary. |
| 1.2 | Post Holders, who shall not be members of the Committee, shall consist of a Publicity Officer, a Helpline Co-ordinator, a Membership Enquiry Officer, a Mini Stand Manager, a Wagon Kit Project Officer, a Librarian, a Back Number Service Officer, an Annual Model Making Competition Co-ordinator, and any other named person for a specific purpose as is deemed necessary. |
| 1.3 | The officers, who shall be members of the Society, including family members, life members, and honorary life members, over 18 years of age, who have enjoyed voting rights for a continuous period of at least two years, shall be appointed, or re-appointed, subject to having been previously elected by the membership, at an Annual General Meeting and shall hold office until the next Annual General Meeting. |
| 1.4 | Post Holders, who shall be members of the Society, including family members, life members, honorary members and honorary life members, over the age of 18 years, shall be appointed at the Annual General Meeting and shall hold office until the next Annual General Meeting. |
| 1.5 | In the event of death, resignation or removal from office of an officer, the Committee may appoint a member of the Committee or another member of the Society, to fill the vacancy so created, to serve until the next Annual General Meeting of the Society. |
| 1.6 | As and when it is deemed necessary to create one of the three additional officers, the Committee may co-opt another member of the Society to serve until the next Annual General Meeting of the Society. |
| 1.7 | All officers, prior to election, and Post Holders, prior to appointment, are to be informed, in writing, of the responsibilities and duties entailed in the position to which they are offering their services. It is expected that having accepted the position they will abide by the requirements of the job as set out in that document. The responsibilities and duties may be amended by the agreement of the Officers/Post Holder and Committee as circumstances demand. These documents will always be made available for inspection and retention by any member of the Society on application to the General Secretary. |
| 1.8 | All newly elected officers and appointees on taking up office will be required to sign a certificate acknowledging receipt of and agreeing to abide by the Notes of Guidance for Committee and Appointed Officers. |
| 1.9 | The Committee shall have the power, by a 2/3rds majority decision, to suspend or remove from office any officer upon proper cause being shown that such action appears to be in the best interests of the Society as a whole. Any person being so suspended or removed by the decision of the Committee may have a right of appeal to the Annual General Meeting of the Society, when the consideration of the Committee and the statement of appeal will be considered by the members present. A minimum of 75% of the members present at that meeting must be in favour of the proposal for it to be carried. |
| 1.10 | The General Secretary shall at all times ensure that all actions by the Society, its officers and Post Holders comply with all United Kingdom and European Union laws, acts, regulations and directives. Any fine or penalty imposed on the Society shall be explained as a note to the annual accounts and the Committee action explained. |
| 2. | Management Committee |
| 2.1 | A Management Committee (hereinafter referred to as "the Committee") shall be appointed, or re-appointed, subject to having been previously elected by the membership, at the Annual General Meeting of the Society, to organise its affairs and generally to promote the interests of the Society and its members. |
| 2.2 | The Committee shall consist of the officers of the Society. Each member of the Management Committee shall be entitled to one vote only on any proposal placed before the meeting. In the event of the number of votes on any proposal being equal, the Chairman shall have a second or casting vote. |
| 2.3 | No member who is the proprietor, or who is in full time employment in, or is dependent upon the model railway trade for their principle income, may be elected to any position on the Committee that enjoys voting rights. |
| 2.4 | No officer whose membership has been withdrawn or suspended, may continue to hold such office or Committee membership, unless he/she is re-instated to membership at an Annual General Meeting and re-elected to office. |
| 2.5 | The Committee shall have powers to co-opt members for general or specific purposes but such members shall have no voting powers within the Committee and shall cease membership of the Committee at the conclusion of the purpose for which they were co-opted or at the next Annual General Meeting. |
| 2.6 | The Committee shall meet at least three times in each year, in addition to the Annual General Meeting of the Society, and shall report upon its activities and of any special event or such of interest to members, at each Annual General Meeting. |
| 2.7 | A quorum for all meetings of the Committee shall be 2/3rds of the membership eligible to vote, or four members, whichever is the greater. In the event of a quorum not being present the meeting shall not be held, but any important/urgent matters may be dealt with, subject to ratification by the next full meeting of the Committee at which a quorum is present. |
| 2.8 | At its first meeting, following the Annual General Meeting, the Committee shall elect one of its members as the Vice Chairman, who shall chair all meetings of that Committee in the absence of the elected Chairman. |
| 3. | Elections |
| 3.1 | Members seeking election to the Committee of the Society shall state their intention to do so in writing to the Returning Officer, who shall be a Vice President nominated by the Committee, by the date specified in the Society Journal, following which he/she shall secure a proposer and seconder and submit a short autobiography on the proforma provided. In the interests of continuity the posts of Chairman, General Secretary and Treasurer should ideally be filled by a member with very recent Committee experience. All nominations shall be signed by the proposer and seconder and counter-signed by the member nominated signifying his/her consent to nomination. All nominations and autobiographies shall be sent to the Returning Officer. |
| 3.2 | In the event of more than one nomination for office, the General Secretary shall arrange for voting papers to be distributed to members not less than thirty days before the date of the Annual General Meeting and sent to the last known address of each member. Voting papers of members, to be eligible for counting, shall be returned to the appointed Returning Officer, to be in his/her hands five days prior to the Annual General Meeting. The count shall be conducted by the Returning Officer in order that the result may be announced at the Annual General Meeting. In the event of a tie, the Chairman of the meeting will exercise a casting vote. The completed voting papers will be made available at the Annual General Meeting for any member wishing to check the validity of the results. |
| 4. | Finance |
| 4.1 | A Treasurer shall be appointed for each financial year. The financial affairs of the Society shall be under the direction of the Treasurer. The Treasurer will be required to ensure that proper account records, commensurate with the standard of the U.K. Accounting Standards Board for member societies, are kept. |
| 4.2 | Within the annual accounts there shall be a separate item for members subscriptions. There shall be separate accounts for the Society Shop or similar trading facility, which shall be maintained by the Shop Manager and presented to the Treasurer. The Shop account shall be sub-divided to show income and expenditure for model kits or other items promoted by the Society. |
| 4.3 | Bank accounts shall only be opened with the specific authority of the Committee and recorded in the minutes of the Committee. Authorisation of signatures for cheques shall be confirmed by the Committee. Any cheque over the value of £750 must be signed by any two of the authorised signatories. The Committee may at its discretion, alter this limit as circumstances demand. |
| 4.4 | The Society shall only hold its financial reserves in one of the clearing banks or in one of the 15 largest building societies. It may hold several accounts of varying classification. The name of the financial institution and the type of accounts shall be published in the annual accounts. |
| 4.5 | If a member or officer of the Society requires an imprest account this will be allowed at the discretion of the Committee. Moneys in the Imprest Account must be accounted for to the Treasurer each month. At no time is the balance to exceed £500. |
| 4.6 | Expenses claims will be made not more than 3 monthly and submitted to the Treasurer no later than ten days after the end of the relevant quarter. |
| 4.7 | It shall be the Treasurer's responsibility to ensure that one month before the end of the financial year a proper physical check be made of all the assets owned by the Society and a certified list be made available for inspection. |
| 4.8 | Any records, schedules, or accounts must be kept in any recognised hard copy, and/or microfilm, as well as electronically where appropriate. |
| 4.9 | The accounts of the Society shall be made up to the 31st December each year. The accounts shall be audited by a person who has a recognised competency to carry out an audit, who is not a member of the Committee. The auditors report shall be published in full along with the accounts in the Journal within 9 months of the end of the financial year. It shall be the responsibility of the Treasurer to ensure the accounts are printed in the Journal. |
| 4.10 | The financial affairs of Groups will be maintained on a local basis subject to the general approval of the Committee of the Society. |
| 4.11 | The annual subscription shall be paid on joining and thereafter on the first day of the month during which the anniversary date falls and shall be of such amount as may be determined by the Committee from time to time. The subscription shall be commensurate with, but adequate to meet, the legitimate needs and expenses of the Society. The Committee may authorise varying subscriptions for different classes of membership. Any new subscription rates determined by the Committee, and approved by the membership present at the Annual General Meeting, shall apply from 1st January following the Annual General Meeting. |
| 5. | Annual General Meeting |
| 5.1 | An Annual General Meeting of all members of the Society shall be held not later than 31st July in each year. At such meeting, the Committee shall present a report on their activities and those of the Society since the last Annual General Meeting. Officers and other appointments for the ensuing year shall be elected as detailed in bye-law No.3, and they shall take up office at the close of the Annual General Meeting. |
| 5.2 | Alterations and amendments to the Constitution, if any, shall be submitted to those present as detailed in Article 6 of the Constitution. |
| 5.3 | The Committee shall present any general proposals made by the members throughout the year for discussion and subsequent action, which shall be for the benefit and well being of the Society and its members. Other competent business shall be conducted as may be detailed on the agenda for the meeting. |
| 6. | Property |
| 6.1 | The Society may from time to time purchase or acquire items connected with the hobby of N Gauge modelling and may dispose of such items at its discretion. |
| 6.2 | Any item of rolling stock, equipment, materials, publications, pamphlets or other article sent to or handed to any member of the Society by a manufacturer, wholesaler, retailer, publisher or importer for examination, criticism or comment shall be deemed to be the property of the Society. All such items shall be handed, without delay, to the Trade Liaison Officer for registration. Failure to hand such items over to the Trade Liaison Officer shall be considered a breach of duty and the member so failing shall be liable to expulsion from the Society forthwith. |
| 6.3 | The Trade Liaison Officer as the duly elected representative of the Society shall upon receipt, enter the said item in his/her register and maintain a complete record of its progress from receipt, through review, to final disposal through the second hand lists of the Society shop, priced at 50% of its recommended retail price. Any book submitted will upon disposal become the property of the Society library. |
| 7. | Cessation of Membership |
| 7.1 | The Committee shall have power by majority decisions to refuse membership, reject renewal of membership, or suspend or expel a member upon proper cause being shown that such action appears to be in the best interests of the Society as a whole. Any person being so refused, rejected, suspended or expelled, by the decision of the Committee may have a right to appeal to the Annual General Meeting of the Society, when the consideration of the Committee and the statement of appeal will be considered by the members present. A minimum of 75% of the members present at that meeting must be in favour of the proposal, for it to be carried. |
| 8. | General |
| 8.1 | The Society shall be permitted to set up Special Groups, Working Parties and Sub-Committees, who will report on their activities or researches as may be determined by their terms of reference. |
| 8.2 | The Society may join together with other societies and organisations having similar aims for the promotion of N Gauge modelling or for the promotion of hobbies generally. |
| 8.3 | The Society may affiliate with, or accept affiliation from, other societies and organisations upon such terms as the Committee may deem appropriate for the benefit of the Society. |
| 9. | Amendments to Bye-Laws |
| 9.1 | Any amendment to these Bye-Laws shall be submitted in writing to the General Secretary of the Society. The Committee shall examine such amendments and subsequently make changes to the Bye-Laws as and if they see fit, notifying the members via the Society Journal. If, in the opinion of the Committee, any particular amendment requires full Society approval, it shall be submitted to a postal vote as detailed by Bye-Law No.10. |
| 10. | Postal Voting |
| 10.1 | Each member, including family members, life members, honorary members and honorary life members, shall be entitled to one vote in respect of each proposal. |
| 10.2 | The General Secretary shall conduct a referendum for amendments to the Constitution as detailed in Article 6 of the Constitution. |
| 10.3 | The nominated Returning Officer, shall conduct a postal vote for the election of officers as detailed in Bye-Law No.3. |
| 10.4 | The General Secretary shall conduct a postal vote when, in the opinion of the Committee, certain Bye-Law amendments or proposals discussed at the Annual General Meeting require full Society approval. A simple majority of votes returned within sixty days of voting forms being issued shall determine their acceptance or rejection. In the event of a tie, the Chairman shall exercise a casting vote. |
| 11. | Area Groups |
| 11.1 | No Area Group shall enter into any agreement, or contract, either expressed or implied, or incur expenses on behalf of the Society without the prior written authority of the Management Committee. |
| 11.2 | Membership of an Area Group is restricted to members of the N Gauge Society. A list of those members should be advised to the Area Groups Co-ordinator. Guests may attend meetings but they shall have no voting rights. |
| 11.3 | All Area Groups must follow the guidelines set down by the Area Groups Co-ordinator. |
Society Officers
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Committee members |
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A Committee of Officers runs the N Gauge Society. All Officers work on a voluntary non-paid basis and are elected by the members, normally at the Annual General Meeting. A team of non-Committee Officers who help provide the Society Services for all members supports the Committee. In addition there are a number of non-executive Officers. These consist of the President and Vice Presidents. A list of the names and addresses of current Committee members, non-executive Officers, and non-Committee Officers (who provide Society Services) is published inside the front cover of each issue of the N Gauge Journal. |
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| Chairman | Chairs all meetings of the Society Committee and represents the Society in Public; is also responsible for co-ordinating the ordering, printing and supplying of Society stationery and publications, with the exception of the Society Journal. |
| General Secretary | Responsible for all Society correspondence and is the Officer designated to sign contracts on behalf of the Society; organises Committee meetings and the Annual General Meeting, taking minutes and circulating copies of them as required. |
| Treasurer | Responsible for keeping of all Society financial accounts, submitting quarterly V.A.T. returns, accounts to the Society auditors and circulating audited accounts to members at the Annual General Meeting. |
| Membership Secretary | Responsible for all Society membership matters; enrols new members, deals with renewals and maintains the membership records; produces membership cards and address labels for the contract mailing house. All queries concerning membership MUST be addressed to this Officer. |
| Trade Liaison Officer | Responsible for liaising with the model trade, particularly those manufacturing/distributing N Gauge models and arranges for product reviews to be conducted on new items submitted for such by the manufacturers. |
| Area Groups Co-ordinator | Advises members on the formation of Area Groups, liaises with and maintains records of such groups and their membership and ensures that the annual support grant is paid to each group. |
| Shop Manager | Responsible for running the Society Mail Order Shop, ordering goods as required, processing members orders and dealing with all financial aspects of the shop. At the end of each month passes all financial details to the Treasurer. |
| Display Unit Manager | Responds to all invitations for the Society Main Display Stand to attend exhibitions, arranging for it to be delivered in time, adequately manned and fully stocked with Society wagon kits and regalia. After each exhibition accounts to the Treasurer for all monies received and the Shop Manager for all stock sold. |
| Journal Manager/Editor | Has overall responsibility for all Society publications, edits and produces the bi-monthly N Gauge Society Journal. Non Committee Officers Publicity Officer: Responsible for promoting the Society to the public, placing magazine adverts, producing press releases and maintaining a list of members layouts suitable for exhibition, both in the UK and overseas. |
| Non Committee Officers | |
| Publicity Officer | Responsible for promoting the Society to the public, placing magazine adverts, producing press releases and maintaining a list of members layouts suitable for exhibition, both in the UK and overseas. |
| Membership Enquiry Officer | |
| Deals with all enquiries from members of the public about membership of the Society. | |
| Mini Stand Manager | In liaison with the Display Stand Manager is responsible for responding to invitations for the mini stands to attend exhibitions and ensuring they are delivered to a responsible member in good time for the exhibition. |
| Librarian | Maintains the Society Library and forwards to members requesting same, library books. Maintains adequate records to evaluate the service and safeguard Society property. |
| Wagon Kit Project Officer | Responsible for the design, development and production of Society exclusive wagon kits and the quality control of them. |
| Help Line Co-ordinator | Deals with and responds to problems regarding N Gauge modelling raised by members. This is a postal service only. |
| Journal Back Number Service Officer | Retains copies of back issues of the Society Journal and supplies the same, or photocopies, for a charge, to members requiring them. |
| Annual Model Making Competition Co-ordinator | Co-ordinates the annual model making competition |
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