Incorporation of the Society
At its meeting in October 2015, the
committee agreed unanimously that the Narrow Gauge Railway Society should incorporate as a
company limited by guarantee, providing the members agreed by voting at an
Extraordinary General Meeting (EGM).
The reasons for the proposed change
A company limited by guarantee
is a common structure adopted by membership clubs like ours.
An unincorporated society is
not a separate legal ‘person’ and so does not own assets in its own name and
liabilities are the personal responsibility of whoever places the order.
Hence, incorporation helps to
protect the assets of the Society.
Also, it helps to protect
committee members from personal liability when acting on behalf of the
Incorporation protects the name
of the Society.
The first step towards incorporation
was to form a company limited by guarantee and
company number 9925208
was registered in England and Wales, in the name of ‘Narrow Gauge Railway
The company does not have to include
‘Limited’ in its name, since its constitution contains certain restrictions
on member voting, the distribution of any profits and how any remaining
assets should be dealt with if ever it ceases to exist. As
a limited company, the Society is governed by the requirements of the
Companies Act 2006.
Its constitution is set out in its
Articles of Association. They set out the
purpose of the Society, how directors can be appointed and how they should
act, the basic rules of membership and the conduct of members’ meetings and
an outline of the financial and administrative arrangements. It is the
responsibility of the directors to ensure the Society operates in accordance
with the Articles.
The Articles run to some 16 pages and
our members asked for a
Brief Summary of the key points
please remember that a summary is no substitute for the full text.
Members were invited to
vote on the proposal to transfer all the assets of the Society to the new
company and this letter was sent to all members in January 2016 with Narrow Gauge News and The
Narrow Gauge. The letter was a formal notice of the Extraordinary General
Meeting (EGM) held on 13 February 2016. Members attended the EGM and voted
in person, some voted by post, some by email and some used
the voting slip at the end of the letter.
A majority of members voted in
favour of the proposal, the assets of the Society were transferred to the
Company on 1 April 2016, the Company became responsible for
remaining unpaid liabilities of the Society. All Society members who paid
the subscription due from 1 April 2016
automatically became members of the new Company.
As members of
the new Company, in the event the Society being wound up during the currency
of their membership, or within one year thereafter, they became liable to
contribute to the assets of the Society a sum not exceeding £1 towards the
costs, charges and expenses of winding up.
The Company in Detail
The company's registered office is
at 246 Hillbury Road, Warlingham, Surrey CR6 9TP.
Information about a company
can be found at:
Directors duties from the Department for Business Innovation &
Skills is available at:
The Companies House list of
both Active and Resigned NGRS directors and their duties can be found at:
The Current Active Directors &
Directors and the other
committee members responsible for overseeing the activities of the
Society have contact details listed on the website HERE
(our Contacts page).
Company documents will be placed on the
page as they are approved by
Minutes: (Minutes of Directors and Officers meetings)