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Constitution of the RDRPS

Adopted 13/10/12

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I. TITLE

The name of the Society shall be the Royal Deeside Railway Preservation Society, hereinafter referred to as "the Society".


2. AIMS

To preserve, as a working railway, for the education of the general public, part or all of the former Deeside Railway line from the Aberdeen Joint station to the former Ballater Railway Station.


To collect, preserve, restore and display, for the education of the general public, appropriate examples of locomotives (diesel, electric and steam powered), rolling stock (passenger carriages, multiple units, railcars, goods wagons, departmental and engineering vehicles) and any other artefacts (including but not limited to signalling, permanent way, communications, materials handling and servicing equipment).


To acquire, construct or lease such premises as are required to meet the aims of the Society and to restore and refurbish buildings of historical railway interest.


To improve the areas adjacent to the railway and to encourage flora and fauna for the benefit of the environment.


To enable and encourage members, irrespective of gender, race or disability, to participate to the maximum of their potential whilst making their full contribution to the goals of the Society.


3. MEMBERSHIP

Any person may apply to join the Society as an ordinary member by submitting a completed application form to the membership secretary of the Society.  Applications for membership will be considered by the committee and the committee may decline to accept any application without giving reasons. Categories of membership and the annual subscription payable will be decided by the committee and may be altered at any time by the committee. Following the standard warning procedure, the committee may withdraw membership from any member of the Society whose conduct is considered inappropriate or detrimental to the good name of the Society or visitors. The Secretary will notify the member in writing of the decision of the committee. The member may appeal against that decision within seven working days by letter to the Secretary. The committee will consider any appeal at the next meeting of the committee


4. FUNDS

The funds of the Society will be kept in one or more bank accounts at a bank nominated by the committee under the name of the Society. Payments shall only be permitted with the authorisation of the committee. Any loans made to the Society shall be made on terms agreed to by a sub-committee consisting of Chairman, Vice-Chairman and Treasurer.


5. PROPERTY

All property and invested funds of the Society shall be received by the committee and invested on behalf of the Society by trustees numbering not less than two and not more than four appointed by

the committee for that purpose and they shall exercise such power as the committee shall determine. All assets of the Railway, with the exception of rolling stock hired by the Deeside Railway Company Ltd, or otherwise permitted by the Society to be on the Railway`s premises, are the property of the Society. The committee shall maintain an accurate record of the Society's property and its location, and shall make available to the auditor any documents, items of stock or other assets of the Society as he or she may require.


6. MANAGEMENT

The management of the Society shall be vested in a committee comprising the Chairman, Vice-Chairman, Secretary, Treasurer, Membership Secretary and the conveners of such sub-committees as may be established from time to time.  The term of office shall be three years.

Officers will stand down in rotation each year, no officer remaining in office for more than three years. Officers can be proposed for re-election. Nominations for office bearers shall be forwarded to the Secretary at least seven working days before the AGM. These nominations shall be in writing, with the names of the proposer and seconder and supported by the written consent of the nominee, all such persons being members of the Society. The Committee may nominate a president and vice-president at the AGM at its discretion. The Committee may confer honorary membership on any person deemed to be appropriate.


7. ANNUAL GENERAL MEETING

The AGM shall take place each year at such time and location as decided by the committee. Notice of the meeting and details of the agenda shall be notified to all members of the Society not less than twenty-one days prior to the date of the meeting. Failure of any member of the Society to receive such notification shall not invalidate the meeting. The business of the meeting shall be


•     To confirm the minutes of the previous AGM

•     To receive reports from the officers of the Society

•      To receive the Treasurer's report

•     To elect officers and appoint auditors for the ensuing year.

•     To consider motions submitted under Article 8

•      AOCB


8. MOTIONS FOR THE AGM

Written motions, proposed and seconded must be given to the Secretary not less than seven days prior to the date of the AGM. Motions from the floor may be accepted at the discretion of the Chairman.


9. EXTRA ORDINARY GENERAL MEETINGS

An EGM may be convened at any time upon the instructions of the committee, or within three months of the receipt by the Secretary of a request in writing signed by thirty members or 5% of the membership whichever is the less, stating full and specific reasons for such a meeting. The notice calling such a meeting shall be sent to each member at least ten days before the date of the EGM and shall state the reason for calling the meeting. The EGM shall only consider the business for which it was convened.


10. DUTIES OF THE COMMITTEE AND OF THE SOCIETY'S OFFICERS

The duties of the officers of the Society shall be at all times as specified by the committee. Any books of account or other records kept by any officer shall remain the property of the Society and be handed to his or her successor or the Chairman. The committee may appoint such sub-committees as it considers necessary and give such sub-committees any directions as may be deemed necessary for their efficient functioning. The committee may co-opt additional members to fill vacancies or for any purpose at their discretion. All co-opted members must retire at the next AGM. The committee shall submit a report of its activities to the members at each AGM.


11. AUDITS

•     An audit of the Society's books and funds and a stock-taking shall take place annually.

•     The audit shall be completed so that accounts may be presented to the AGM.

•     The audit shall be carried out by a Chartered Accountant or other competent person appointed at the AGM.

•     Any recommendations made by the auditor must be considered at the AGM.



12. QUORUM

A quorum of the Society shall be ten members meeting together at a properly convened meeting. A quorum of the committee shall be four members. A quorum of any subcommittee shall be two members.


l3. VOTING AT GENERAL MEETINGS

Every ordinary member of the Society over 18 years of age shall be entitled to a single vote. Families, groups or other categories of multiple membership shall nominate one person who will be entitled to vote on their behalf. The chairman of the meeting shall have, in addition, a casting vote. Other categories of membership shall not be entitled to vote but may be allowed to attend meetings at the discretion of the chairman. Voting shall normally be by a show of hands. However, at the discretion of the committee a ballot may be called. Exceptionally a ballot may be held at the request of not less than one third of those present at a meeting. The result of the ballot as declared by the chairman, shall be final.


l4. MISCELLANEOUS

Liability. Neither the Society nor any of its officers shall be held liable for any injury, or loss sustained by any member or other individual whether participating in the Society's activities or not.

Membership of the Society in no way confers any rights or privileges in relation to access to or trespass on Network Rail Infrastructure property, Aberdeen City Council or Aberdeenshire Council property or any train operating company property.

With the exception of the Chairman, no member may act on behalf of, or claim to be representing the Society, whether in correspondence or otherwise, unless explicitly authorised to do so by means of a Standing Order.

Priorities for new facilities, and the funding thereof, are decided by the Committee of the Society.


15. PAYMENTS TO THE SOCIETY

Cheques and postal orders in respect of the Society shall be made payable to the Royal Deeside Railway Preservation Society and not to any named individual.


l6. EQUIPMENT, LOCOMOTIVES AND ROLLING STOCK LOANS

Any loans of equipment, locomotives or rolling stock to the Society shall only be valid if covered by a current loan agreement signed by the Chairman or Vice-Chairman of the Society and the owners, specifying the duration of the loan and the conditions of the loan. All such equipment, locomotives and items of rolling stock must be clearly and permanently labelled with the name(s) and address(es) of the owner(s).


l7. ALTERATIONS TO THE CONSTITUTION

Alterations to this constitution may only be made by a properly convened general meeting at which at least two thirds of those present and entitled to vote, vote in favour of the changes.


18. DISPOSAL OF ASSETS

Assets of the Society may only be disposed of with the approval of the committee.


l9. ACQUISITIONS

Prior written approval of the committee is required before any acquisitions may be accepted on behalf of the Society (except consumable items).


20. STANDING ORDERS

The committee shall have the power to make any standing orders or bye laws as may be required from time to time. Standing orders and bye laws are to be recorded in the minutes of the Society. Standing orders are subject to a sunset clause whereby, unless explicitly renovated, they cease to have effect one year after their date of granting. Bye laws are not subject to sunset clauses and remain in force until explicitly repealed by the Committee.


2l. FINANCE

All moneys raised by or on behalf of the Society shall be applied to further the aims of the Society and for no other purpose provided that nothing herein contained shall prevent the payment in good faith of reasonable and proper remuneration to any employee of the Society or fees to professional and technical advisors or the repayment to members of the Management Committee of reasonable out of pocket expenses.


22. DISSOLUTION

In the event of the dissolution of the Society any assets remaining after the satisfaction of all debts and liabilities shall not be paid or distributed among the members of the Society but shall be given or transferred to a recognised charitable body or bodies having aims similar to those of the Society.



Adopted  13th  October 2012



Signed:                                John Lucas         (Chairman)


Signed:                                Chris Milburn     (Secretary)