Text Box: NGRS - The Company

 

 

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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 were:

         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 Society.

         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 Society’.

 

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:

            https://www.gov.uk/get-information-about-a-company/  if you search for Company 9925208

 

Directors duties from the Department for Business Innovation & Skills is available at:

             http://www.ukprsl.uk/ngrs/the-company/directors%20duties-dept-for-business.pdf

 

The Companies House list of both Active and Resigned NGRS directors and their duties can be found at:

             https://beta.companieshouse.gov.uk/company/09925208

 

The Current Active Directors & Duties are:

Alan Burgess:

Steve Barber:

Robert Watson:  

Jim Hay:

Paul Bennett:

Chris Roberts: 

Mick Morgan: 

Jonathan James:

 

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 Downloads page as they are approved by Directors. 

Committee Minutes:  (Minutes of Directors and Officers meetings)

 

    


 

DISCLAIMER : We make every effort to ensure all the details on our web site are correct and up to date.

        However we take no responsibility for loss due to inaccuracies on these pages.

 

Copyright (c) The Narrow Gauge Railway Society.