GRAVESEND RAILWAY ENTHUSIASTS SOCIETY

CONSTITUTION and COMMITTEE PROTOCOL

Version 4.0 – September 2021

Note

The Constitution and Committee Protocol are two separate documents, which for convenience of managing them, are retained in this combined document.

The Constitution can only be amended in accordance with Article 10 of the Constitution.

The Protocol can be amended by the Management Committee at any time to meet changing requirements, without reference to the members or an Annual General Meeting.

The Constitution

ARTICLE 1: NAME…………………………………………………………………………….. 3

ARTICLE 2: ORGANIZATION…………………………………………………………….. 3

ARTICLE 3: PURPOSE AND OBJECTIVES…………………………………………………………………… 3

ARTICLE 4 : MEMBERSHIP………………………………………………………………… 4

ARTICLE 5: MEETINGS……………………………………………………………………… 5

ARTICLE 6: SUBSCRIPTIONS…………………………………………………………….. 7

ARTICLE 7: DISCIPLINE…………………………………………………………………….. 8

ARTICLE 8: EXPULSION…………………………………………………………………….. 8

ARTICLE 9: RESIGNATION…………………………………………………………………. 9

ARTICLE 10: THE CONSTITUTION…………………………………………………………….. 10

ARTICLE 11: COMMUNICATION………………………………………………………… 10

ARTICLE 12: DISSOLUTION OF THE SOCIETY…………………………………………………………………………. 10

ARTICLE 13: MATTERS NOT PROVIDED FOR…………………………………………………………………………………. 10

The Committee Protocol

A ‐THE DUTIES AND RESPONSIBILITIES OF COMMITTEE MEMBERS……………………………………………………………………. 11

CHAIR…………………………………………………………………………… 11

VICE CHAIR………………………………………………………………….. 11

SECRETARY…………………………………………………………………… 11

TREASURER………………………………………………………………….. 12

EXHIBITION MANAGER…………………………………………………………………….. 12

JOURNAL EDITOR………………………………………………………………………….. 12

MEMBERSHIP OFFICER…………………………………………………………………………. 12

MEETINGS OFFICER…………………………………………………………………………. 12

WEBSITE OFFICER…………………………………………………………………………. 13

MODELLING OFFICER…………………………………………………………………………. 13

B ‐ON‐LINE BANKING AND USE OF DEBIT CARDS…………………………………………………………………………….. 13

Article 1: Name

1.1 The name of this Society shall be “Gravesend Railway Enthusiasts Society”, hereafter referred to as the “Society”.

1.2 The Executive Officers of the Society shall be: ‐ Chair, Secretary and

1.3 The Management Committee of the Society shall be : ‐ The Executive Officers, plus up to six other Officers elected at an AGM, hereafter referred to as the Committee.

Article 2: Organization

2.1 The Society is formed of Members and Honorary Members, as detailed in Article

2.2 Management of the Society rests with the Committee, as detailed in Article 1

2.3 Within the Committee, Officers also have specific duties and These are described in the separate Committee Protocols document.

Article 3: Purpose and Objectives

3.2 The purpose of the Society shall be to share, with others, knowledge and awareness of matters associated with railways primarily and other forms of transport

3.2 The objectives of the Society are to:

a: Encourage interest, study, enjoyment and operation of railways past, present and future, including railway

b: Co‐operate with other societies in promoting activities of mutual

c: Promote to the public an interest in things associated with railways and other transport

d: To raise funds for the Society by way of contributions, subscriptions, donations, lottery and

e: To do all such other things necessary to further promote the purpose of the

3.3: The purpose of the Committee shall be to:

a: Maintain a record of transactions concerning receipts, payments, assets and liabilities of the Society’s, in a manner to explain such transactions and allow proper scrutiny of those The financial year of the Society shall be from the 1^st August to 31^st July.

b: Maintain a database of Members contact details and use and maintain such information in accordance with legislation in force at the time.

c: Cause proper and correct minutes to be kept of all meetings called by the Minutes of these meetings shall be circulated appropriately and shall be available to any Member if expressly requested.

d: Set up Sub Committee(s) to address specific topic(s) and submit advice to the Committee on the topic(s).

e: Act in a manner to further the purpose and objectives of the Society.

f: At all time conduct business pertaining to the Society in accordance with the laws of England and

g: Ensure that the assets of the Society are adequately insured against theft, loss or damage by fire and/or explosion and shall also effect and maintain adequate insurance to indemnify the Committee and Members of the Society against all actions, costs and claims and demands arising out of or resulting from the activities of the Society.

h: Have ultimate responsibility for ensuring that the Society’s assets are protected and its liabilities are lawfully and properly

3.4: Unless related or living in the same household, any two of the three Executive Officers are authorised to sign cheques or make payments through on‐line banking

3.5: The Treasurer and Auditor / Account Checkers should not be related or live at the same address

3.6 For items 4 and 3.5, the Committee shall determine and agree the appropriate level of relationship

Article 4: Membership

4.1: The Society membership will be made up of ordinary Members aged 18 and over and Honorary Members. Membership shall be open to anyone interested in railways and other forms of transport.

4.2: Until an applicant for membership has paid their first subscription they shall be considered a guest and will not be entitled to the privileges set out on the application form.

4.3: Upon payment of the first subscription, the applicant shall become an ordinary Member of the Society and be entitled to all of the benefits and privileges of membership and shall be bound by the current version of the Society’s Constitution.

4.4: The Committee will decide on appropriate candidates for Honorary Membership based on their service to the Society, with Honorary Membership being bestowed at an AGM following a confirming vote by the Members

4.5: Honorary Members shall be entitled to all the benefits and privileges of Membership for life with no exception, and shall be bound by the current version of the Constitution.

4.6: Members will be able to invite a guest to no more than two meetings of the Society, not AGMs, by way of After any further attendance the annual subscription will become payable by that person, in accordance with Article 6. The Committee will decide if there are grounds to extend the number of meetings on a case‐by‐case basis.

Article 5: Meetings

5.1 Committee

a: The Committee can include co‐opted Those particular Members attending Committee meetings are not entitled to vote on any proceedings unless otherwise decided by the Committee.

b: The understanding is that if you become a Committee member, you are expected to undertake a duty and its responsibilities.

c: In the event of a resignation, Article 9 becomes applicable.

d: The scope of the Committee’s responsibilities are set out in Article 3.

e: A quorum shall consist of four Committee members of which at least two shall be Executive Officers.

f: Ideally ten days’ notice of a Committee meeting shall be given to every Officer of the Committee. An agenda and relevant documentation shall ideally be provided seven days before the meeting.

g: Frequency of Committee meetings shall be a minimum of three per year, not including the AGM.

h: Any Executive Officer or Officer not attending three consecutive meetings shall be deemed to have resigned from that Committee, unless they have notified the Committee of their reasons for not attending.

i: In the event that a Sub‐Committee(s) is/are set up, the Leader of that sub‐ committee shall keep the Management Committee informed of progress and provide a written report to the Committee meetings.

5.2 Annual General Meeting (AGM)

a: The AGM of the Society shall be held before the end of September each year.

b: Notification of the date and venue of the AGM shall be circulated to all Members at least 21 days prior to the meeting, along with copies of:

1: The Agenda of the meeting,

2: The Society accounts up to the end of the previous July,

3: Minutes of the previous AGM,

4: Reports of the Society’s activities as determined by the

5. Notices of Motion (if any),

6: Agenda for the meeting

c: The AGM shall:

1: Receive apologies for absence.

2: Receive the minutes of the previous AGM and EGN.

3: Deal with any matters arising from the minutes.

4: Receive a statement from the Auditor / Account Checkers.

5: Receive and if approved, adopt the statement of the Society’s accounts for the year ending at the previous 31^{st July}

Review the reports from the :

I – Chairman
II – Secretary
III – Exhibition Manager
IV – Journal Editor
V – Membership Officer
VI – Meetings Officer
VII – Annual Outing Manager
VIII – Webmaster
IX – Modelling Officer
X – Any other activity as determined by the Committee
7: Elect Executive Officers and other Members to the Committee.
8: Consider Notices of Motion (if any).

9: Consider any proposed amendment to the Society’s Constitution.
10: Any Other (To be advised to the Secretary, in writing, 21 days before the meeting).
`11: Advise date, time and venue for the next AGM

d: Election of Executive Officers and Members to the

1 – All Executive Officers and Officers of the Committee for the previous year shall be eligible for re‐election,

2 – All Members seeking election to the Committee must be proposed and seconded by Members of the Society.

3 – The incumbent Chair, Executive Officers and Officers shall all resign and another Member of the Society who is not standing for a post on the Committee shall oversee the election of the new Chair.

4 – The new Chair shall then oversee the election of the Executive Officers and the other Officers of the Committee,

5 – Appoint an Auditor or two Account Checkers,

6 – Election shall be by ballot or show of hands, by Members of the Society.

7 – The Chair may appoint co‐opted Members to the Committee.

e A Quorum shall consist of 12 Members of the Society, or 20% of the total number of Members in the Society, whichever is the greater.

f: If for any reason the AGM cannot be held as described in Article 2 a, it shall be rescheduled as an EGM at the earliest possible date, then:

`1 – the Committee shall remain in place as elected until the EGM takes place,

2 – the Committee will still prepare and submit the documentation pack as described in 2 c to the Members for information purposes,

3 – If the AGM cannot be rescheduled as an EGM within 6 months of the date of the original AGM, the Committee will prepare and resubmit the Documentation Pack to all Members for consideration and voting.

5.3 Extraordinary General Meeting (EGM)

a – The Committee may call an EGM at any time, circulating the matter(s) to be discussed to all Members, giving at least 21 days‐notice of the date and venue of the meeting.

b – A minimum of 12 members or 20% of the total number of Society members eligible to vote at the meeting, whichever is the greater, may also request the calling of an EGM, by giving notice in writing to the Secretary of the matter(s) to be discussed. Details are to be circulated by the Secretary to all Members, giving at least 21 days‐ notice of the date and venue of the meeting.

c – No other matters than those included in the agenda, may be discussed at an EGM

d – A quorum at an EGM shall be the same as that for an AGM.

Article 6: Subscriptions

6.1 – Honorary Members shall not be required to pay any subscription for life.

6.2 – The annual subscriptions for ordinary Members shall be as agreed at the AGM by a two thirds majority of the membership at the AGM.

6.3 – Subscriptions shall become payable every year on the 1^st October or the day after the AGM whichever is the sooner.

6.4 – In the case of members joining the Society between the 1^st January and the 30^th September in any year, a pro‐rata subscription, as agreed by the Committee, shall be payable based on the number of full months remaining before the next subscription becomes due on the following 1^st Additionally, new members will be able to receive backdated issues of the Society Journal payable at a rate of 50% of the pro‐rata subscription for the months corresponding to the issue date of the Journal(s) concerned.

6.5 – Subject to exceptions elsewhere, any Member who fails to pay the annual subscription before 1^st January next after it has become due shall be deemed to have resigned from membership of the Society.

6.6 – The Committee may, at its discretion and in particular circumstances, extend time for payment of a subscription or waive payment of all or part of a subscription.

6.7 – But at any time prior to 30^th September next after the date of deemed resignation, the Member may, at the discretion of the Committee, be re‐admitted to membership on immediate payment of all arrears of subscriptions.

Article 7: Discipline

7.1 – Any breach of discipline shall be brought to the attention of the Secretary in writing and presented to the Committee to discuss and agree appropriate action.

7.2 – Following agreement by the Committee, the Executive Officers shall be responsible for delivering any action(s) required.

7.3 – Members shall not use the name of the Society to gain advantage without prior authorisation from the Failure to do so, bringing the Society into disrepute, may result in expulsion in accordance with Article 8.

Article 8: Expulsion

8.1 – The Management Committee shall have power to expel from the Society any Member who is found to have offended against the rules of the Society or whose conduct shall, in the opinion of the Committee, render them unfit for membership of the Society.

8.2 – Before any Member is expelled, the Secretary shall give them at least seven days written notice to attend a meeting of the Committee and this notice shall include particulars of the complaint(s) made against them.

8.3 – No Member shall be expelled without first having the opportunity of appearing before the Committee and answering the complaint(s) made against them nor unless at least two thirds of the Committee then present vote in favour of expulsion.

8.4 – Should the offending Member fail to appear before the Committee without a reasonable explanation, the Committee may agree to expel the Member without consent.

8.5 – Any Society property held by the expelled Member shall be returned within 21 days of If this period is exceeded the provisions of Article 9.5 shall take effect.

8.6 – Should the offending Member be an Executive Officer or Officer of the Committee, Article 3 shall take effect.

Article 9: Resignation

9.1 – Any Member may resign their membership by giving to the Secretary notice in writing to that Every such notice, unless otherwise expressed, shall be deemed to take effect from the date when the same is delivered to the Secretary by the Member resigning, or if sent by post, on the day on which the same would be delivered to the Secretary’s address in the normal course of post.

9.2 – The Committee may, at its discretion and in particular circumstances, refund all or part of a subscription in the event of a resignation of a Member.

9.3 – If any of the Executive Officers of the Society, tender a resignation it will be deemed an Extraordinary Resignation and shall require an EGM to be convened for the purposes of electing a new Executive Officer. This meeting shall be arranged in accordance with Article 5.3.

9.4 – The resigning Executive Officer or Officer shall give the Committee a minimum period of 14 days written notice. Upon receipt of the written notice, the recipient shall immediately advise the Committee of the situation so that, if necessary, a Committee meeting can be convened. This meeting shall be arranged in accordance with Article 1e, allowing for one less Officer to be in attendance to make a quorum.

9.5 – By the expiry of the Notice period or other agreed date, the resigning Executive Officer or Officer shall within 7 days return all Society property to a nominated committee Member who will hold these items until a successor has been appointed.

9.6 – The Society may take whatever action it sees fit to recover its property in the event of it not being returned as The Society may recover loss incurred and consequential damage from the resigning Officer should its property, including monies owing, not be returned in full to the satisfaction of the nominated committee Member.

9.7- The resignation of a Committee Member, other than an Executive Officer of the Society, in mid‐term due to ill health or other unforeseeable circumstances would not generally be deemed to be an Extraordinary Resignation. In these circumstances the conditions set out in Article 5, would remain applicable.

Article 10: The Constitution

10.1 – Any amendments or alterations to this Constitution may only be agreed by a two‐thirds majority of Members present at an AGM.

10.2 – Due notice of the resolution to amend, alter or revoke the Constitution must have been given to the Members

10.3 – The Secretary shall retain the original and update of the Constitution by date and version number, so as to identify draft and ratified versions.

10.4 – The Secretary shall distribute the latest ratified version to all Members and to send to new Members notified by the Membership Members must also be kept up to date with any amendment to it.

Article 11: Communication

11.1 Communication will be deemed to include speech (direct or telephone), post, facsimile, electronic message and e‐mail.

Article 12: Dissolution of the Society

12.1 In the event of the dissolution of the Society, its assets shall first be used to pay all debts and liabilities. Any surplus shall be disposed of as the Members shall resolve at an AGM, bearing in mind the purpose and objectives of the Society.

Article 13: Matters not provided for

13.1 – The Committee shall have full power of dealing with all matters or questions, that may arise and which are not provided for by the Constitution and Protocols, for the time being in force.

13.2 – A report, by the Committee, of any matter or questions so dealt with shall be given at the next AGM for approval.

MANAGEMENT COMMITTE PROTOCOLS

These Protocols can be amended or altered by the Committee without additional approval of the Members at an AGM or EGM.

A ‐THE DUTIES AND RESPONSIBILITIES OF COMMITTEE MEMBERS

Chair

a: Convene and chair General and Management Committee meetings

b: Demonstrate strategic leadership.

c: Organise work effectively and delegate activities.

d: Represent the Society at meetings with external organisations’.

e: Prepare report for the Annual General Meetings

Vice Chair

A Non‐Executive post on the Committee that will act as a substitute for the Chair and act on their behalf :

a: Should an Extraordinary Resignation of the Chair take place,

b: At any time that the Chair is unable to undertake their duties or The Committee shall review continually, as appropriate,

c: To undertake any duties and responsibilities of the Chair that the Chair may wish to delegate,

d: To intervene should a conflict of roles and interest arise where that involves the Chair, as directed by the Management Committee.

Secretary

a: Distribute minutes, agenda and reports for General, Management Committee and sub‐ committee meetings in a timely fashion.

b: Maintain and distribute the Society Constitution.

c: Ensure suitable minutes are taken at meetings.

d: Ensure adequate communication between Officers and members of the Management Committee, and that information is properly disseminated to members of the Society.

e: Manage the assets of the Society, maintaining the Asset Register.

f: Arrange for all insurances, permits and licences of the Society and retain copies of all All payments to be made by the Treasurer.

g: Prepare report for the Annual General Meeting.

Treasurer

a: Maintain accurate accounts of the Society’s budget, expenses and receipts.

b: Collect and deposit subscriptions and other monies in a timely fashion.

c: Organise work of 100 Club.

d: Present accounts to the appointed Auditor / Account checkers as soon as possible after 31^st July for presentation of audited accounts to the Annual General Meeting.

e: Make all payments in a timely fashion.

f: Anyone undertaking this role will be expected to understand and use online banking.

g: Prepare report for the Annual General Meeting, together with a recommendation setting the level of subscription to be effective from the 1^stOctober next.

Exhibition Manager

a: Organise Society exhibitions,

b: Manage the facilities, exhibitors and traders at exhibitions,

c: Organise publicity for exhibitions,

d: Maintain a balance sheet for exhibitions jointly with the Treasurer,

e: Prepare an emergency/evacuation plan for exhibitions,

f: Obtain all necessary permissions to ensure the lawful management of the exhibition,

g: Prepare report for the Annual General Meeting.

Journal Editor

a: Produce a Journal at a frequency agreed at an AGM or EG M,

b: Retain independent editorship along with the responsibility to protect the Society from liability and claim.

c: Organise distribution of, and communication of, the Journal to members in a timely fashion,

d: Prepare report for the Annual General Meeting.

Membership Officer

a: Maintain records of Members

b: Welcome new Members and notify the relevant Officers of the Society of changes to membership.

Meetings Officer

a: Booking a venue for Society meetings,

b: Arrange speakers in keeping with the core interests of the Society,

c: Manage costs to a budget set by the Management Committee,

d: Develop and maintain ZOOM meetings in association with other societies and clubs,

e: Prepare a report for the Annual General Meeting.

Website Officer

a: Maintain the Society website and up‐date contents on a regular basis,

b: Ensure that copyright is maintained,

c: Maintain the security of the website, in particular by vetting new applicants to the Members section and ensuring that all downloads are virus free,

d: Liaise with the Domain Manager to ensure the website is protected and software is current,

e: Continually develop the website and provide regular reports to the Management Committee.

Modelling Officer

a: Form a Sub‐Committee to undertake the day‐to‐day running of the Modelling Group. The Sub‐Committee will be quorate with a member of the Management Committee, the Modelling Officer and three members of the Modelling Group in attendance,

b: Operate a separate Bank Account for all financial transactions associated with the Modelling Group,

c: Maintain accurate accounts of the Modelling Groups expenditure and revenue,

d: To ensure that expenditure of the Modelling Group does not exceed available funds, such expenditure is approved by the Modelling Group Sub‐Committee.

e: Supply the Treasurer with up‐to‐date financial reports for review at Management Committee meetings and the Annual General Meeting,

f: To be the main contact between the Modelling group and members of the Management Committee, and also the Tenant of the property used by the Modelling Group at that time,

g: Prepare a report of the Modelling Groups activities and finances for the Annual General Meeting.

B ‐ PROTOCOL FOR ON‐LINE BANKING AND USE OF DEBIT CARDS

Barclays have implemented the Mandate change/

The Treasurer and Chair have received the debit card for current account ****4994 which together with the card reader will provide access to on‐line banking.

Any one of the three account signatories (Chair, Treasurer, Secretary) can access the on‐ line account, view statements and move money within the GRES

Any one of the three account signatories can set up a payment to a third party, but before making the payment Barclays will seek the approval of one of the other signatories (just think of this exactly the same way as we sign cheques).

For audit purposes, the Treasurer will print and keep copies of the individual on‐line transactions supported by receipts /

Although the Chair and Secretary have the ability to move money and pay invoices, they will not exercise that ability, (except in emergency or incapacity of the Treasurer) and will leave those responsibilities to the Treasurer.

7. Since the debit card can be used by the card holder / signatory to withdraw cash and make purchases without the approval of the other signatories, the following protocol shall apply:

a: Only the Treasurer will have the authority to use the debit card to withdraw cash.

b:The Treasurer will have the authority to use the debit card :

i: to withdraw up to a maximum of £100 per month in cash,

ii: for purchases up to a total value of £100,

iii: to make payments up to the value of £100.

c: In cases of emergency the Treasurer will need the written authority from the Chair and Secretary to exceed this amount.

d: The Treasurer will obtain and keep receipts for all cash withdrawals and cash purchases for audit purposes.

e: The Treasurer will use on‐line payments as the primary method of payment.

f: The Chair and Secretary will only use the debit card to access on‐line banking and, except in emergency, will not use the debit card to withdraw cash, for purchases or to make payments.

g: The debit cards remain the property of GRES and will be returned to the Secretary if the Treasurer and / or Chair stand down or are no longer able to fulfil their duties. Should it be that the Secretary stands down then the debit card should be returned to the Chair.

Document Amendment History

Version	Date	Amendment	Authority
Draft 0.1	March 2021	Limited circulation for initial comment.	BP
Draft 0.2	March 2021	Change to Article 9.7 and addition of Article 3.3.i	BP
Draft 0.3	March 2021	Annex A added. Article 5.2 f added, Minor amendments for clarity.	Zoom meeting 23^rd March 2021
Draft 0.4	23^rd March 2021	Annex A – Addition of para 2 Vice Chairman. Plus minor amendments.	Agreed meeting 23^rd March 2021
Draft 0.5	30^th March 2021	Introduction of Executive & Non‐Executive Committee Members. Plus minor amendments.	RP
Draft 0.6	1^st April 2021	Minor amendments.	RP
Draft 0.7	April 2021	Addition of Annex B & C. Minor amendments. Choice of wording for 3.3 i – Committee to choose.	Zoom meeting 8^th April 2021
Draft 0.8	12^th April 2021	Removing the choice of wording in 3.3 i. Addition of 3.3 j. Article 5, inclusion of “Executive” in line with the rest of the Constitution.	RP, HH, BP
Draft 0.9	12^th April 2021	Revisions agreed by Committee on 15 June Revision to paragraph format	Committee HH
Draft 0.10	16^th June 2021	Revisions to wording and grammar. Annex became separate Protocol document	RP
Draft 0.11	24^th June 2021	Revisions to wording and grammar	HH
Draft 0.12	24^th June 2021	Return to original paragraph format	RP
Draft 0.13	28 July 2021	Split the Constitution and the Committee Protocol	RP
	September 2021	Final tweaks to ensure consistence of definitions within the whole document.	HH, RP, GM
v4.00	23^rd September 2021	Approved at Annual General Meeting	AGM

GRES Constitution