The RRRG Constitution is the legal document that binds all RRRG members and shareholders.  This text is also available to download as a PDF document.

Renown Repulse Restoration Group

Constitution

May 2012

Printing Reference (05/012)

Contents

Foreword

This constitution was approved by the RRRG Committee in 2009 and is based on V2.1, as amended by the changes agreed at the 2012 RRRG AGM.

KEY CHANGES

Mandatory and non-mandatory requirements

In this document:

shall: indicates a mandatory requirement.

should: indicates best practice and is the preferred option. If an alternative method is used then a suitable and sufficient risk assessment shall be completed to show that the alternative method delivers the same, or better, level of protection.

Renown Repulse Restoration Group Constitution

Introduction

This document has been developed from RRRG Constitution V1.02, incorporating the amendments agreed at the 2007, 2008 and 2012 AGM’s regarding shareholder voting rights, and the structure of the Committee.

1.TITLE

1.1 The name of the society shall be the Renown Repulse Restoration Group (Hereafter called “The Group”).

2.AIMS

2.1 The aim of the Group is to purchase, restore, exhibit and operate for the benefit of the public, former BR Class 50 (English Electric) Locomotives numbers 50029 “Renown” and 50030 “Repulse”. The aim of the Group is to restore both locomotives to operable condition and this aim shall specifically exclude the causing of irreparable harm, whether by scrapping or other means, to one locomotive in order to further the restoration of the other.

3.MEMBERSHIP

3.1 Membership of the Group shall be open to any person or group who are in sympathy with its aims and will abide by its constitution. If the application is for a person under the age of 18 years, a parent or guardian must countersign the membership form.

3.2 The Committee reserves the right to reject any application for membership without assigning any reason for such rejection.

3.3 Members must not conduct any activities using the Group’s name and/ or logo without the written consent of the Committee. Failure to do so may result in disciplinary action being taken by the Committee.

3.4 Members do not have any voting rights within the Group. Members also do not individually own any asset of the Group.

4.SHAREHOLDERS

1. Share Purchase

   4.1.1 Any individual or organisation can purchase unlimited shares. However, as shown below, whilst the greater the number of shares purchased will bring greater benefits; their rights within the Group will be as if they had purchased one share.

   4.1.2 If a shareholder transfers or sells their shares, their shareholding status within the Group will cease.

   4.1.3 Applications for shares cannot be accepted from persons under the age of 18 years.

   4.1.4 The Committee reserves the right to reject any application for share purchase without assigning any reason for such rejection.

   4.1.5 In order to promote attendance of members at working parties and further the restoration aims outlined in section 2 above, the Committee shall have the power to award one share to any Group member who attends ten working parties and exerts themselves to a reasonable level of work during the working parties concerned. Such benefits shall be cumulative – i.e. thirty working parties confer three shares. These shares are in addition to those ordinarily purchased but shall count equally towards shareholder rights and benefits (4, 4).

   1. Shareholder rights

   1. Shareholders will be entitled to attend and vote at the General Meetings of the Group.

   2. Whenever practical the Committee will invite shareholders to vote on important issues. In these voting procedures each shareholder will usually have one vote regardless of shareholdings in the Group, see clauses 12 and 13. With the exception of the above, the only right that the shares confer is that of part ownership.

   3. Shareholder benefits

      4.3.1 Shareholders holding at least one share on 1st January in any year shall be entitled to certain benefits for the year, details given on the share purchase form and are subject to alteration by the committee at any time. Should alteration be necessary, notice will be given to the shareholders and members.

5.FINANCE

5.1 The finances of the Group will be kept in the Group’s name in accounts nominated by the Committee and will only be used to further the Group’s aims.

5.2 The authority of the committee is required for all outlays. The signatures of any two members of the committee are required to withdraw money from any account.

5.3 The financial year of the Group is from 1^st July to the following 30^th June.

5.4 The Treasurer of all monies received and expended by the Group will keep records; this will be required for auditing purposes.

6.AUDITS

6.1 Bank account signatories shall monitor the content of the bank account either by reviewing official bank copies of the statements, or by undertaking spot checks at the branches, and periodically keeping other committee members informed of the balance.

6.2 An audit of the Group’s books and finances should be carried out annually. This Audit is to be completed and ready for presentation at the AGM. A firm of Chartered or Certified Accountants shall carry out the Audit or two members of the Group appointed at the AGM.

6.3 Auditor’s recommendations must be considered at the AGM.

7.PROPERTY

7.1 The Committee will maintain an accurate record of the Group's property, holdings and location of such; making it available for annual auditing purposes (should it be required).

8.MANAGEMENT COMMITTEE

8.1 The management of the Group will be vested in the committee consisting of not more than ten elected officers, including:

1. Chairman: for general administration of the Group.

2. Deputy Chairman: act as assistant to the chairman covering similar duties.

3. Treasurer: for the management of the financial affairs of the Group.

   d) Secretary: for maintaining records and documentation appertaining to the Group and its shareholders. Arranging and recording all AGM’s and any EGM’s.

   e) Membership Secretary: to deal with all aspects of membership processing, record keeping, and associated transactions.

   f) Publicity Officer: for supplying the railway press and other organisations with information on the activities of the Group.

   g) Fund Raising Officer: for co-ordinating the acquisition and sale of goods to make a profit for the Group, and other fund raising initiatives.

   h) Technical Officer: for dealing with all engineering/ technical issues, own and maintain the Restoration Plan.

   i) Work Party Co-ordinator (Site Manager).

   j) Electrical Team Leader (50029).

   k) Electrical Team Leader (50030).

   l) Mechanical Team Leader.

   m) Webmaster: to manage and maintain the Group's website.

Note 1: Some of the posts may be held by the same person; however, the posts of Secretary, Treasurer and Chairman may not be so combined.

Note 2: Certain committee members will also fulfil the duties associated with being bank account signatories, key holders, float holders and newsletter editor.

Note 3: The above committee roles are described in more detail in the document “Description of RRRG Committee roles”. This document is not directly part of the Constitution and may be amended by mutual agreement of the Committee between AGMs.

8.2 The Management Committee may appoint a Sub-committee as it may consider necessary, and give them such directions, as the Management Committee may deem essential for their functioning. There shall be a minimum of one member of the Management Committee on the Sub-committee.

8.3 An election shall take place at each AGM for officers to serve on the Committee. All officers of the Committee will retire at each AGM but shall be automatically nominated for re-election. Further nominations of officers to serve on the Committee must be made in writing to the Secretary, with the names of the nominee and a proposer and seconder for the nomination being forwarded to the Secretary not less than six weeks prior to the AGM.

8.4 Nominees shall be 18 years of age or older and must have been members of the Group for at least two years to the date of the General Meeting at which they seek election.

8.5 If the numbers of nominations is less than the total allowed under these rules or if a member of the Committee resigns his position subsequently, the Committee may co-opt additional shareholders of the Group to serve on the Committee until the next AGM.

8.6 The nominations of President and Vice President of the Group can be made by the Committee; these officers will be non-executive and subject to election at the AGM.

9.ANNUAL GENERAL MEETING

9.1 The AGM will take place within fifteen months of the previous AGM at a place pre-determined by the Committee.

9.2 Notice of the AGM is to be posted to ALL registered shareholders not less than twenty-one days before the meeting.

9.3 The business of the meeting shall be:

1. Confirmation of last year’s AGM minutes,

2. Officer’s reports,

3. Treasurer’s financial statement,

4. Election of Committee officers,

5. To consider the progression of the Group’s aims,

6. To appoint auditors,

7. Any other business.

    

9.4 The Secretary must receive written and signed notice of any motion for discussion at an AGM not less than six weeks prior to the meeting. Copies of such motions will be included in the agenda.

10.EXTRAORDINARY GENERAL MEETING

1. An EGM can be convened at any time upon the instruction of the Committee; or within twenty-eight days of receipt by the Secretary of a request in writing, signed by ten shareholders, stating the full and specific reasons for such a meeting. Alternatively the meeting can be convened at a latter date as may be agreed between the Committee and the ten shareholders.

2. The cost of calling such a meeting shall be borne by the ten shareholders unless the shareholders at the meeting decree otherwise. Notice convening such a meeting will be sent to all shareholders at least ten days before the date, stating the business of such a meeting. An EGM shall only consider the business for which it was convened.

11.QUORUM

1. A quorum of the Group shall be 10% of the registered shareholders or twenty shareholders (whichever is less), meeting together at a properly convened meeting or replying to a properly authorised circular to the shareholders.

2. A quorum of the management Committee will be four shareholders, with a sub-committee quorum of two shareholders.

12.VOTING

1. At general meetings two thirds of the votes cast must be in favour of the motion before it can be passed. If the required number of votes is not obvious from a show of hands, a vote of shareholders present will be undertaken, two tellers will be appointed from the body of the meeting and the result of the voting will be declared by the meeting Chairman. Shareholders will be invited to one vote.

2. In the event of the voting being indecisive, the Chairman of the meeting shall have a casting vote(s).

3. At elections for Committee officers each specified position on the Committee will be subject to a poll. The candidate who receives the greatest number of votes will be elected. Any defeated candidates may be considered for unspecified positions on the Committee in a further poll.

4. Any shareholder that is unable to attend a General Meeting may authorise any other shareholder to vote on their behalf. The nominated person must be in possession of a signed Proxy Voting Form at the meeting. Alternatively the Chairman of the meeting can be appointed to vote on their behalf in accordance with their instructions. Where the Chairman is appointed as a proxy but clear instruction is not given, he shall cast the vote in the best interests of the Group.

5. The Secretary will arrange for proxy voting forms to be included with each notice calling a general meeting.

6. At Committee meetings the officers present will have one vote each. The Chairman of a Committee meeting will not have the right to vote, except as a casting vote in the event of a tie.

7. In terms of the number of votes per member, each member will only be entitled to one vote, irrespective of number of shares held.

13.REFERENDA

12. The Committee will call a referendum of all shareholders if:

    1. At an AGM or EGM a vote to dissolve the Group is indecisive and the shareholders present consider the referendum is necessary (see paragraph 22).

    2. At an AGM or EGM a vote to amend the constitution is indecisive and the shareholders present consider the referendum is necessary (see paragraph 20).

    3. At an AGM or EGM a motion is passed (or rejected) which the Committee considers to be potentially damaging to the Group’s interests if implemented (or not implemented).

    4. The Committee considers all the shareholders should decide a particular issue.

    5. If any three shareholders present at an AGM or EGM object to the result of a vote undertaken in accordance with clause 12, and the motion is “material to the future of the locomotives and/ or Group”.

Note: “Material to the future of the locomotives and/ or Group” is defined as being an issue which will have a detrimental effect on the prospects of the Group achieving its aim to restore both locomotives to operational condition, affects disposal (or acquisition) of assets, or affects the election of Committee members.

13. In the case of 13 and 13 shareholders will be entitled to one vote, irrespective of their shareholding in the Group. A simple majority of votes cast shall be required for the motion to be passed.

Note: A situation leading to 13 or 13 might equally lead to a referendum being called under 13 or 13.

13.3 For cases 13.1(c), 13.1(d) and 13.1(e), the vote shall be taken on the basis of one vote per share (with an upper limit of any one shareholder having not more than 30% of the available votes). A simple majority of the votes cast shall be required for the motion to be carried.

Note: A shareholder may hold more than 30% of the total number of shares but their allocated votes will be capped at 30% of the total available.

1. The referendum will be carried out within sixty days of the General Meeting.

14.CORRESPONDENCE

1. Any communication addressed to an officer of the Group requiring a reply in writing, must be accompanied by a stamped addressed envelope.

15.CHANGE OF ADDRESS

1. Any change of address, other than temporary changes, must be notified to the Secretary.

16.LIABILITY

1. Neither the Group nor its officials can be held responsible for any loss or injury sustained by a shareholder or any other individual participating in any of the Group’s activities.

2. The Committee shall seek to attain insurance covering the Group, Committee, members and shareholders from public liability.

17.MISUSE OF NAME

1. Shareholders must not use the name of the Group in any communication with any railway, company, authority or person, without the prior written consent of the Committee.

18.BEHAVIOUR

1. When participating in activities organised by the Group, shareholders are expected to act with a degree of responsibility. In the event of any complaint being lodged with the Committee concerning the offensive conduct of any shareholder(s), they may be required by the Committee to explain their behaviour.

19.MISDEMEANOURS

1. The committee as laid down in this constitution will deal with any breach of rules of the Group. The person(s) concerned will be required to explain their actions either in person at a committee meeting or in writing.

2. If the Committee deems their actions to have been gross misconduct, the person(s) concerned may be expelled from the Group. All rights including, but not limited to access to shareholder days and discounts on sales items shall be withdrawn. However, any person(s) expelled from the Group shall keep the right to vote at AGM’s and EGM’s, unless they have negotiated the sale of their shares, in which case the Secretary must be kept informed of the change in details.

3. Refunds on shares purchased by any person(s) expelled will be given at the discretion of the committee. The Committee will give notification of expulsion in writing.

20.ALTERATIONS TO THE RULES

1. No alterations to the constitution shall be made except by means of notice of a new or amended rule being given to the Secretary no later than six weeks prior to the next AGM or, if requested, EGM.

2. At the General Meeting, which must be properly constituted, two thirds of the votes cast must be in favour of the proposal before any change can be made.

3. The Committee will call a referendum of all shareholders if:

   1. There is only a simple majority of votes in favour of amending the constitution and in a further vote of those present at the meeting more than one third of the votes cast indicate that a referendum is necessary.

   2. The Committee considers it advisable.

   3. If any three shareholders present at an AGM or EGM object to the result of a vote undertaken in accordance with clause 12, and the motion is “material to the future of the locomotives and/or Group”.

4. If adopted the new rule shall take effect one month after the date of the General meeting or the announcement of the referendum result (whichever applies).

21.DISPUTES

2. External disputes

   1. If a dispute arises between the Group as a whole and the host railway, a member of the public, or a company then it shall be settled by arbitration either at an EGM or by using the services of an independent arbitrator.

   2. Internal disputes

   3. Should any dispute arise between members of the Group internally, then those members should, if the dispute becomes detrimental to the aims of the Group, be required to present themselves at a meeting of the Committee arranged at a mutually convenient time and place to resolve the issue. The Committee shall decide upon any appropriate action and shall inform the members within 7 days of the meeting.

22.DISSOLUTION

1. The Group may be at any time dissolved by a resolution passed by not less than two thirds of the votes cast at a properly convened AGM or EGM. The Committee will call a referendum of all shareholders if:

   1. There is only a simple majority of votes in favour of dissolving the Group and in a further vote of those present at the meeting more than one third of the vote’s cast indicate that a referendum is necessary.

   2. The Committee considers it advisable.

   3. If any three shareholders present at an AGM or EGM object to the result of such a vote undertaken in accordance with clause 12.

2. If the Group is dissolved, any monies received from the sale of the assets shall be used to repay any debts and liabilities, following which remaining monies shall be distributed amongst shareholders in direct proportion to the amount invested.

23.GENERAL RULES

4. The Group shall abide by the working arrangements with the host railway.

5. Individual members shall ensure that the health and safety of themselves and their workmates is their top priority.

6. Technical committee members shall ensure that working members undertake work within their skill set, and ensure that less experienced working members are adequately supervised and only employed on tasks appropriate to their skill set.

7. Technical queries shall be escalated within the group before seeking external guidance, i.e. to the appropriate technical officers/ volunteers, team leader, and the Technical Officer.

8. Any publication produced by the Group and bearing the Group’s name and/ or logo are Group copyright and cannot be sold, or reproduced in any form, in whole or in part without the prior written consent of the Committee.

9. Comments made in any of the Group’s publications do not reflect the Group’s opinion or policy unless stated as such and should not be regarded as such.

10. Any article and/ or advertisement published/ forwarded in the name of the Group must first receive the assent of the Committee.

11. The Group can invite any person to attend the meetings of the Group under the auspices of visitor status.

12. All members must conduct themselves in a manner becoming the Group, and endeavour to show the group in a good light at all times, especially when on Group business.

13. A fully updated copy of the rules and constitution (including any amendments there to) shall be kept by the Secretary. A copy shall be made available to all members upon request. Each member will be expected to keep any amendments that may be implemented; with their original constitution should they have one. Any alterations will be printed in a Group circular.