Purpose of the Society

·         Narrow gauge railways – promote interest in, issue publications on, visit and preserve documentary artefacts. Also encourage formation of local groups, separate from the Society (Article 2)

·        Each member’s liability limited to £1 if ever the Society is wound up (Article 3).


How the directors are appointed and how they should act

·         Directors must be a member of the Society (Article 18(1)).

·         Up to 12 directors can be appointed (Article 18(2)).

·         New director appointed either by vote at a general meeting or by decision of the directors (Article 19(1)).

·         Arrangements for nominating new directors at a general meeting (Article 19(2) – (4)).

·         All directors to retire from office at each AGM, but can be reappointed (Article 20).

·         Situations where a director’s appointment is terminated (Article 21).

·         Directors may not be paid but their expenses can be reimbursed (Articles 22 and 23).

·         Directors must take decisions collectively (Article 8), with a minimum quorum of 5 (Article 12).

·         Directors do not have to be in the same place to hold a meeting, providing they can all participate, allowing meetings by telephone or electronic means (Article 11).

·         Directors can delegate to a person or sub-committee (Articles 6 and 7).

·         Chairman has a casting vote (Article 14).

·         Arrangements if ever a director has a conflict of interest (Article 15).


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Basic rules of membership and conduct of members’ meetings

·         People who, at 1 April 2016, were members of the unincorporated body called Narrow Gauge Railway Society became members of the Society at that date – until their membership of the former society would have ceased (Article 24 (1)).

·         Otherwise, a person becomes a member by completing an application and paying an annual subscription, as determined by the directors (Article 24(2) and (3)).

·         The Society can have different classes of membership, each with its own subscription (Articles 25 and 26).

·         Situations where membership terminates (Article 27).

·         Quorum at an AGM is lower of 25 or 1/10th of the membership, in person or by proxy (Article 29).

·         Members’ meetings do not need everyone to be in the same place, provided they can communicate with each other (Article 28).

·         Arrangements for adjourning a meeting (Article 32).

·         Each member to have one vote (Article 33).

·         Rules for voting on a poll (Article 35) and proxy voting (Articles 36 and 37).


Financial and administrative arrangements

·         The income and property of the Society should be used to promote its purpose (Article 39).

·         The Society’s income and property cannot be used to pay dividends to any member (Article 40).

·         If the Society is dissolved, its remaining assets can be used only for certain purposes, and cannot be distributed among the members (Article 41).

·         Communication can be in any way allowed under the Companies Act 2006 (Article 42).

·         The directors can create reasonable rules and bye-laws (Article 43).

·         Members have no general right to inspect the accounting records (Article 45).

·         The Society may indemnify the directors out of its assets and may take out indemnity insurance (Articles 47 and 48).