Articles of Association

 

The Model Electronic Railway Group Ltd

A company limited by guarantee,

Company number 15524308. Articles of Association

 

Articles of Association

Adopted on 16th November 2024

 

INDEX TO THE ARTICLES

 

PART 1: INTERPRETATION AND LIMITATION OF LIABILITY 4

1. Defined terms..................................................................................... 4

2. Objects of the Company..................................................................... 5

3. Powers of the Company..................................................................... 5

4. Liability of Members ........................................................................... 6

 

PART 2: DIRECTORS 6

DIRECTORS' POWERS AND RESPONSIBILITIES

5. Directors’ general authority ................................................................. 6

6. Members’ reserve power ..................................................................... 6

7. Directors may delegate ....................................................................... 6

8. Committees ......................................................................................... 7

9. Managing Committee........................................................................... 7

DECISION MAKING BY DIRECTORS

10. Directors to take decisions collectively ............................................. 7

11. Calling a Directors’ meeting .............................................................. 8

12. Participation in Directors’ meetings .................................................. 8

13. Quorum for Directors’ meetings ........................................................ 9

14. Chairing of Directors’ meetings ......................................................... 9

15. Casting vote ..................................................................................... 9

16. Conflicts of interest .......................................................................... 9

17. Records of decisions to be kept ...................................................... 10

18. Directors’ discretion to make further rules ....................................... 10

APPOINTMENT OF DIRECTORS

19. Methods of appointing Directors and term of office.......................... 10

20. Officers ............................................................................................. 11

21. Termination of Director’s appointment .............................................. 11

22. Directors’ remuneration .................................................................... 12

23. Directors’ expenses .......................................................................... 12

 

PART 3: MEMBERS 12

BECOMING AND CEASING TO BE A MEMBER

24. Applications for membership ............................................................ 12

25. Termination of membership .............................................................. 13

26. Code of Conduct................................................................................ 13

ORGANISATION OF GENERAL MEETINGS

27. Calling of general meetings .............................................................. 13

28. Format of general meetings .............................................................. 13

29. Annual general meeting................................................................... 14

30. Attendance and speaking at general meetings ............................... 14

31. Chairing general meetings .............................................................. 15

32. Quorum for general meetings ......................................................... 15

33. Attendance and speaking by non-members .................................... 15

34. Adjournment .................................................................................... 15

35. Elections and voting ....................................................................... 16

36. Postal voting............ ........................................................................ 16

37. Quorum for voting............................................................................. 17

 

PART 4: ADMINISTRATIVE ARRANGEMENTS 17

38. Means of communication to be used ................................................ 17

39. No right to inspect accounts and other records ................................ 17

40. Directors’ indemnity .......................................................................... 17

41. Insurance ......................................................................................... 18

42. Rules ................................................................................................ 18

43. Application of income and prohibition of distributions to Members.... 19

44. Dissolution......................................................................................... 19

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PART 1: INTERPRETATION AND LIMITATION OF LIABILITY

 

1. Defined terms

In the Articles, unless the context requires otherwise:

"AGM" means the annual general meeting of the Company;

“Articles” means the Company’s Articles of Association;

“bankruptcy” includes individual insolvency proceedings in a jurisdiction other than England and Wales or Northern Ireland which have an effect similar to that of bankruptcy;

“Chair” has the meaning given in Article 20;

“Chair of the meeting” has the meaning given in Article 31;

“clear day” means a day excluding both the day of calling a meeting and the day of the meeting itself;

“Companies Acts” means the Companies Acts (as defined in section 2 of the Companies Act 2006), in so far as they apply to the Company;

"Company" means the Model Electronic Railway Group Ltd;

“Director” means a Director of the Company, and includes any person occupying the position of Director, including the Officers, by whatever name called;

“document” includes, unless otherwise specified, any document sent or supplied in electronic form;

“electronic form” has the meaning given in section 1168 of the Companies Act 2006;

"Managing Committee" means the Directors together with any other Members elected or co-opted to assist the Directors in managing the Company;

“Member” has the meaning given in section 112 of the Companies Act 2006;

“Objects” means the Objects of the Company as set out in Article 2;

“Officer” means one of the Chair, Vice Chair, Treasurer or Company Secretary;

“Ordinary Resolution” has the meaning given in section 282 of the Companies Act

2006;

“participate” in relation to a Directors’ meeting, has the meaning given in Article

18;

“Special Resolution” has the meaning given in section 283 of the Companies Act 2006;

"subsidiary" has the meaning given in section 1159 of the Companies Act 2006; and

“writing” means the representation or reproduction of words, symbols, or other information in a visible form by any method or combination of methods, whether sent or supplied in electronic form or otherwise.

 

Unless the context otherwise requires, other words or expressions contained in these Articles bear the same meaning as in the Companies Act 2006 as in force on the date when these Articles become binding on the Company.

 

2. Objects of the Company

The Objects of the Company include but are not limited to, promoting, maintaining, and fostering interest in the application of electronics, including computers, to the hobby of Railway Modelling.

 

3. Powers of the Company

In pursuance of the Objects set out in Article 2, the Company has the power to:

(a) buy, lease or otherwise acquire and deal with any property real or personal and any rights or privileges of any kind over or in respect of any property real or personal and to improve, manage, develop, construct, repair, sell, lease, mortgage, charge, surrender or dispose of or otherwise deal with all or any part of such property and any and all rights of the Company;

(b) borrow and raise money in such manner as the Directors shall think fit and secure the repayment of any money borrowed, raised or owing by mortgage, charge, lien or other security on the Company's property and assets;

(c) invest and deal with the funds of the Company not immediately required for its operations in or upon such investments, securities or property as may be thought fit;

(d) subscribe for, take, buy or otherwise acquire, hold, sell, deal with and dispose of, place and underwrite shares, stocks, debentures, debenture stocks, bonds, obligations or securities issued or guaranteed by any government or authority in any part of the world;

(e) lend and advance money or give credit on such terms as may seem expedient and with or without security to customers and others, to enter into guarantees, contracts of indemnity and suretyships of all kinds to receive money on deposit or loan upon such terms as the Company may approve and to secure or guarantee the payment of any sums of money or the performance of any obligation by any company, firm or person including any holding company or subsidiary;

(f) lobby, advertise, publish, educate, examine, research and survey in respect of all matters of law, regulation, economics, accounting, governance, politics and/or other issues and to hold meetings, events and other procedures and co-operate with or assist any other body or organisation in each case in such way or by such means as may, in the opinion of the Directors, affect or advance the principal object in any way;

(g) pay all or any expenses incurred in connection with the promotion, formation and incorporation of the Company and to contract with any person, firm or company to pay the same;

(h) enter into contracts to provide services to or on behalf of other bodies;

(i) provide and assist in the provision of money, materials or other help;

(j) open and operate bank accounts and other facilities for banking and draw, accept, endorse, issue or execute promissory notes, bills of exchange, cheques and other instruments;

(k) incorporate subsidiary companies to carry on any trade; and

(l) do all such other lawful things as are incidental or conducive to the pursuit or to the attainment of any of the Objects set out in Article 2.

4. Liability of Members

The liability of each Member is limited to £1, being the amount that each Member undertakes to contribute to the assets of the Company in the event of its being wound up whilst a Member or within one year after ceasing to be a Member, for:

(a) payment of the Company’s debts and liabilities contracted before ceasing to be a Member;

(b) payment of the costs, charges, and expenses of winding up; and

(c) adjustment of the rights of the contributories among themselves.

 

 

PART 2: DIRECTORS

DIRECTORS' POWERS AND RESPONSIBILITIES

 

5. Directors’ general authority

Subject to the Articles, the Directors are responsible for the management of the Company’s business in accordance with its Objects, for which purpose they may exercise all the powers of the Company.

 

6. Members’ reserve power

(1) The Members may, by Special Resolution, direct the Directors to take, or refrain from taking, specified action.

(2) No such Special Resolution invalidates anything which the Directors have done before the passing of the resolution.

 

7. Directors may delegate

(1) Subject to the Articles, the Directors may delegate any of the powers which are conferred on them under the Articles:

(a) to such person or committee, whether comprising exclusively Directors, exclusively other persons, or a combination of Directors and other persons;

(b) by such means (including by power of attorney);

(c) to such an extent;

(d) in relation to such matters or territories; and

(e) on such terms and conditions as they think fit.

(2) If the Directors so specify, any such delegation may authorise further delegation of the Directors’ powers by any person to whom they are delegated.

(3) The Directors may revoke any delegation in whole or part or alter its terms and conditions.

 

8. Committees

(1) Committees to which the Directors delegate any of their powers must follow procedures which are based as far as they are applicable on those provisions of the Articles which govern the taking of decisions by Directors.

(2) Articles which apply to a meeting of Directors shall also apply to a meeting of a committee.

(3) The Directors may make rules of procedure for all or any committees, which prevail over rules derived from the Articles if they are not consistent with them.

 

9. Managing Committee

(1) The Company shall be managed by a Managing Committee comprising of the 4 Officers as in Article 20 and up to 8 other Members.

(2) These Members will normally be appointed as Directors in accordance with article 19, but if there are insufficient Members prepared to become Directors the shortfall may be made up by Members directly elected to the Managing Committee in accordance with article 35 or co-opted by the Directors.

(3) The term of office for such Managing Committee members shall be as specified in article 19 for Directors.

(4) Articles 10 to 23 shall apply to meetings of the Managing Committee as if they are meetings of the Directors and to such members of the Managing Committee as if they are Directors.

 

 

DECISION MAKING BY DIRECTORS

 

10. Directors to take decisions collectively

(1) Any decision of the Directors must be:

(a) a majority decision taken at a meeting of the Directors; or

(b) a unanimous decision whereby all eligible Directors indicate to each other by any means that they share a common view on a matter; or

(c) a “nem con” decision whereby the Director proposing a decision communicates the proposal to all Directors, giving them a specified notice period for response of not less than 72 hours, and with no objections being received by either that Director or received by the Company Secretary or designated alternative from any eligible Director.

(2) All such decisions of the Directors shall be documented in writing as required by

Article 17 as follows:

(a) The Company Secretary or designated alternative keeping minutes of Directors’ meetings;

(b) The Company Secretary or designated alternative keeping documentation in the form of a resolution in writing, copies of which have been signed by each eligible Director or to which each eligible Director has otherwise indicated agreement in writing;

(c) The Company Secretary or designated alternative keeping copies of the communication proposing the decision and recording whether any objections were received within the specified deadline.

(3) References in this article to eligible Directors are to Directors who would have been entitled to vote on the matter had it been proposed as a resolution at a Directors’ meeting.

(4) A decision may not be taken in accordance with this article if the eligible Directors would not have formed a quorum at such a meeting.

 

11. Calling a Directors’ meeting

(1) Any Director may call a Directors’ meeting by giving notice of the meeting to the Directors or by authorising the Company Secretary to give such notice.

(2) Notice of any Directors’ meeting must indicate:

(a) its proposed date and time;

(b) where it is to take place, and

(c) if it is anticipated that Directors participating in the meeting will not be in the same place, how it is proposed that they should communicate with each other during the meeting.

(3) Notice of a Directors’ meeting must be given to each Director but need not be in writing.

(4) A Director may waive notice of a meeting by giving notice to that effect to the Company not more than 7 days after the date on which the meeting is held. Where such notice is given after the meeting has been held, that does not affect the validity of the meeting, or of any business conducted at it.

 

12. Participation in Directors’ meetings

(1) Subject to the Articles, Directors participate in a meeting of Directors or part of a Directors’ meeting, when:

(a) the meeting has been called and takes place in accordance with the Articles; and

(b) they can each communicate to the others any information or opinions they have on any particular item of the business of the meeting.

(2) In determining whether Directors are participating in a Directors’ meeting, it is irrelevant where any Director is or how they communicate with each other.

(3) If all the Directors participating in a meeting are not in the same place, they may decide that the meeting is to be treated as taking place wherever any of them is.

 

13. Quorum for Directors’ meetings

(1) At a Directors’ meeting, unless a quorum is participating, no proposal is to be voted on, except a proposal to call another meeting.

(2) The Quorum for Directors' meetings may be fixed from time to time by a decision of the Directors, but it must never be less than two, and unless otherwise fixed it is two.

(3) If the total number of Directors for the time being is less than the quorum required, the Directors must not take any decision other than a decision

(a) to appoint further Directors; or

(b) to call a general meeting so as to enable the Members to appoint further Directors.

 

14. Chairing of Directors’ meetings

(1) The Chair, if participating, shall chair meetings of the Directors.

(2) If the Chair is not participating in that meeting within ten minutes of the time at which it was to start, the Vice Chair shall chair the meeting.

(3) If the Vice Chair is not participating in that meeting within 10 minutes of the time at which it was to start the participating Directors must appoint one of themselves to chair it.

 

15. Casting vote

(1) If the numbers of votes for and against a proposal are equal, the Chair or other Director chairing the meeting has a casting vote.

(2) But this does not apply if, in accordance with the Articles, the chair is not to be counted as participating in the decision-making process for quorum or voting purposes.

 

16. Conflicts of interest

(1) If a proposed decision of the Directors is concerned with an actual or proposed

transaction or arrangement with the Company in which a Director is interested, that Director is not to be counted as participating in the decision-making process for quorum or voting purposes, unless:

(a) the Company by Ordinary Resolution disapplies the provision of the Articles which would otherwise prevent a Director from being counted as participating in the decision-making process; or

(b) the Director’s interest cannot reasonably be regarded as likely to give rise to a conflict of interest; or

(c) the Director's conflict of interest arises from a permitted cause.

(2) For the purposes of this Article, the following are permitted causes:

(a) a guarantee given, or to be given, by or to a Director in respect of an obligation incurred by or on behalf of the Company or any of its subsidiaries;

(b) a subscription, or an agreement to subscribe, for shares or other securities of any of the Company's subsidiaries or to underwrite, sub-underwrite, or guarantee subscription for any such shares or securities; and

(c) arrangements pursuant to which benefits are made available to employees and Directors or former employees and Directors of the Company or any of its subsidiaries which do not provide special benefits for Directors or former Directors.

(3) For the purposes of this Article, references to proposed decisions and decision making processes include any Directors’ meeting or part of a Directors’ meeting.

Subject to paragraph (4), if a question arises at a meeting of Directors as to the right of a Director to participate in the meeting (or part of the meeting) for voting or quorum purposes, the question may, before the conclusion of the meeting, be referred to the Director chairing the meeting whose ruling in relation to any Director other than the Chair is to be final and conclusive.

(4) If any question as to the right to participate in the meeting (or part of the meeting) should arise in respect of the Chair, the question is to be decided by a decision of the Directors at that meeting, for which purpose the Chair is not to be counted as participating in the meeting (or that part of the meeting) for voting or quorum purposes.

 

17. Records of decisions to be kept

The Directors must ensure that the Company keeps a record, in writing, for at least 10 years from the date of the decision recorded, of every majority, unanimous or nem con decision taken by the Directors.

 

18. Directors’ discretion to make further rules

Subject to the Articles, the Directors may make any rule which they think fit about how they take decisions, and about how such rules are to be recorded or communicated to Directors.

 

 

APPOINTMENT OF DIRECTORS

 

19. Methods of appointing Directors and term of office

(1) Any Member who is willing to act as a Director, and is permitted by law to do so, may be appointed as a Director at an AGM if properly nominated in accordance with Article 29 and elected in accordance with Article 35. Such an appointed Director shall hold office from the end of the AGM where they are appointed until the end of the second following AGM.

(2) The Directors have authority to co-opt as a Director any Member who is willing to act as a Director and is permitted by law to do so. Such a co-opted Director shall hold office from the time that they confirm acceptance of the co-option until the end of the next AGM.

(3) Directors' terms of office shall be adjusted as necessary to provide for the terms of 50% of the Directors to end at the end of each AGM.

(4) Any serving Directors who are willing to be re-elected may inform the Company Secretary or designated alternative, before the agenda of the AGM, at which their term of office is due to expire is circulated to Members, that they are available for re-election without requiring to be nominated in accordance with the provisions of Article 29.

(5) In any case where, as a result of death, the Company has no Members and no Directors, the personal representatives of the last Member to have died have the right, by notice in writing to the Company, to appoint a person to be a Member and a Director.

(6) For the purposes of paragraph (5), where 2 or more Members die in circumstances rendering it uncertain who was the last to die, a younger Member is deemed to have survived an older Member.

 

20. Officers

(1) The Company shall have four Officers, the Chair, the Vice Chair, the Treasurer and the Company Secretary. The Officers shall be appointed at the AGM after election as described in Articles 29 and 35.

(2) Election of an individual as an Officer will automatically constitute the election of that individual as a Director.

(3) If an Officer ceases to be a Director of the Company for any reason, they will be considered to have resigned their Officer position with immediate effect.

(4) If there is no candidate for an Officer position at the AGM, or if an Officer leaves office for whatever reason, the Directors shall appoint another Director to serve in that Officer position until the next AGM.

(5) No person may hold more than one Officer position.

 

21. Termination of Director’s appointment

A person ceases to be a Director as soon as:

(a) their term of office ends as prescribed in Article 19;

(b) that person ceases to be a Director by virtue of any provision of the Companies Act 2006 or is prohibited from being a director by law;

(c) a bankruptcy order is made against that person;

(d) a composition is made with that person’s creditors generally in satisfaction of that person’s debts;

(e) a registered medical practitioner who is treating that person gives a written opinion to the Company stating that that person has become physically or mentally incapable of acting as a Director and may remain so for more than three months;

(f) notification is received by the Company from the Director that the Director is resigning from office, and such resignation has taken effect in accordance with its terms; or

(g) That person ceases to be a Member of the Company for whatever reason.

 

22. Directors’ remuneration

(1) No Director may be paid for his or her services to the Company as a Director .

(2) Directors may undertake any services for the Company that the Directors decide. However, no payment shall be made for any such services without prior approval by an Ordinary Resolution passed at a general meeting of the Company specifying:

(a) The Director concerned;

(b) The services to be provided; and

(c) The amount proposed to be paid.

 

23. Directors’ expenses

The Company may pay any reasonable expenses which the Directors properly incur in connection with their attendance at:

(a) meetings of Directors or committees of Directors;

(b) general meetings; or

(c) otherwise in connection with the exercise of their powers and the discharge of their responsibilities in relation to the Company.

 

 

PART 3: MEMBERS

BECOMING AND CEASING TO BE A MEMBER

 

24. Applications for membership

(1) Membership and associate membership of the Company shall be restricted to natural persons.

(2) No person shall become a Member of the Company unless that person has:

(a) reached the age of 18;

(b) completed an application for membership in a form approved by the Directors; and

(c) paid the appropriate fee.

(3) The Company may admit also, as associate members, such other persons upon such payments and upon such conditions, if any, as may be from time to time determined by the rules of the Company. Such associate members shall, unless otherwise stated in the rules be able to participate in activities organised by the Company, except that they shall not be Members of the Company and shall have no right to attend general meetings of the Company or to vote in Company elections or for motions put to the Members and will not carry any liability under article 4..

 

25. Termination of membership

(1) A Member may withdraw from membership of the Company by giving 7 clear days’ notice to the Company in writing.

(2) Membership is not transferable.

(3) A person's membership terminates if:

(a) that person’s payments of membership fees have lapsed. In this case the date of termination shall be the earlier of:

(i) The Company receiving from the person an indication that they do not wish to renew their membership; or

(ii) 60 days after the date on which the payment of fees was due.

(b) if that person violates the Company’s Code of Conduct and the person is expelled in accordance with the procedures set out in the Code of Conduct; or

(c) if that person dies.

 

26. Code of Conduct

The Directors shall be responsible for the Company’s Code of Conduct which defines:

(a) the standards of conduct expected;

(b) the procedures for investigating allegations of breaches to that code; and

(c) appropriate responses to an allegation that has been upheld, which may include suspension or termination of a person’s membership at any time.

 

 

ORGANISATION OF GENERAL MEETINGS

 

27. Calling of general meetings

By a decision of the Managing Committee or on request of a minimum of 20 Members the Company Secretary or designated alternative shall give at least 55 clear days’ notice of all general meetings, in writing to all Members, and shall give at least 14 clear days’ notice of the agenda of each general meeting.

 

28. Format of general meetings

General meetings may permit attendance in person or if the Directors consider it appropriate, a general meeting may be held by electronic means as set out in Companies Act 2006 section 360A, so that persons who are not present together at the same place may by electronic means attend and speak at it.

 

 

 

 

29. Annual general meeting

(1) The Company shall hold an annual general meeting (AGM) in every calendar year at such time and place as may be determined by the Directors and shall specify the meeting as such in the notices calling it.

(2) The AGM shall be held for the following purposes:

(a) to receive Company's accounts;

(b) to receive from the Directors a report of the activities of the Company since the previous annual general meeting;

(c) to receive the results of elections for the Chair, the Vice Chair, the Treasurer and the Company Secretary;

(d) to receive the results of elections for up to eight other Directors or Managing Committee members;

(e) to receive the results of voting on any other motions specified in the agenda for the meeting.

(3) Elections shall be conducted in accordance with Article 35.

(4) Nominations for Officer and other Managing Committee positions must be submitted to the Company Secretary or designated alternative at least 21 clear days before the date of the meeting. All nominations must be in writing and if on paper must bear the signatures of the two other Members proposing and seconding the candidate. If a nomination is submitted by email, the Members proposing and seconding must send separate emails from their registered email addresses to signify their proposing and seconding. No nomination shall be accepted unless the candidate has indicated their willingness to stand. Each nomination must indicate for which position or positions that person is being nominated.

(5) Motions for inclusion on the agenda of an AGM under (e) above shall be submitted to the Company Secretary or designated alternative not later than 42 clear days prior to the AGM, or at a later date on the discretion of the Company Secretary or designated alternative, bearing the signatures of the two Members proposing and seconding each proposal if on paper, or evidenced by separate emails from the proposer’s and seconder’s registered email addresses.

(6) Motions shall be published for discussion by Members and may be amended as a result of this discussion. Final versions of the motions shall be submitted to the Company Secretary or designated alternative not later than 15 clear days prior to the AGM.

 

30. Attendance and speaking at general meetings

(1) A person is able to exercise the right to speak at a general meeting when that person is in a position to communicate, during the meeting, to all those attending the meeting, any information, or opinions which that person has regarding the business of the meeting.

(2) Voting for elections and other motions shall take place before the meeting in accordance with article 35 so that all Members have the opportunity to vote.

 

31. Chairing general meetings

(1) The Chair shall chair general meetings if present and willing to do so.

(2) If the Chair is unwilling to chair the meeting or is not present within ten minutes of the time at which a meeting was due to start then the Vice Chair shall chair the meeting:

(3) If the Vice Chair is unwilling to chair the meeting or is not present within ten minutes of the time at which a meeting was due to start then:

(a) the Directors present; or

(b) (if no Directors are present), the meeting

must appoint a Director or Member to chair the meeting called the Chair of the meeting and this must be the first business of the meeting.

 

32. Quorum for general meetings

(1) No business other than the appointment of the Chair of the meeting is to be transacted at a general meeting if the Members attending it do not constitute a quorum.

(2) The quorum shall be the lesser of the following numbers of Members present in person or by electronic means:

(a) 20;

(b) 1% of the total number of Members of the Company.

 

33. Attendance and speaking by non-members

The Chair of the meeting may permit persons who are not Members of the Company to attend and speak at a general meeting.

 

34. Adjournment

(1) If the Members attending a general meeting within half an hour of the time at which the meeting was due to start do not constitute a quorum, or if during a meeting a quorum ceases to be present, the Chair of the meeting must adjourn it.

(2) The Chair of the meeting may adjourn a general meeting at which a quorum is

present if:

(a) the meeting consents to an adjournment; or

(b) it appears to the Chair of the meeting that an adjournment is necessary to protect the safety of any person attending the meeting or ensure that the business of the meeting is conducted in an orderly manner.

(3) The Chair of the meeting must adjourn a general meeting if directed to do so by the meeting.

(4) When adjourning a general meeting, the Chair of the meeting must:

(a) either specify the time and place to which it is adjourned, or state that it is to continue at a time and place to be fixed by the Directors; and

(b) have regard to any directions as to the time and place of any adjournment which have been given by the meeting.

(5) If the continuation of an adjourned meeting is to take place more than 14 days after it was adjourned, the Company must give at least 7 clear days’ notice of it:

(a) to the same persons to whom notice of the Company’ general meetings is required to be given; and

(b) containing the same information which such notice is required to contain.

(6) No business may be transacted at an adjourned general meeting which could not properly have been transacted at the meeting if the adjournment had not taken place.

 

35. Elections and voting

(1) As required by Article 19, a minimum of 50% of the Managing Committee will be up for election or re-election at each AGM.

(2) Where there is only one candidate for an Officer position, that person will be declared elected unopposed.

(3) Where there are 2 or more candidates for an Officer position then a vote shall be held and the candidate with the most votes shall be elected.

(4) If there are eight or fewer candidates for the other Managing Committee positions, they will all be declared elected unopposed.

(5) Otherwise, a vote will be held. Each Member voting will have up to eight votes which if used must be cast for different candidates. The eight elected shall be those gaining the eight highest totals of votes.

(6) In the event of any tied votes in elections, the Chair shall have a casting vote.

(7) Votes for elected positions shall be considered in sequence as follows, Chair, Vice Chair, Treasurer, Company Secretary, then other Managing Committee members.

(8) If an individual stands as a candidate for more than one position, they shall be appointed to the first position in the above sequence for which they are successfully elected. They will then be automatically deleted as candidates for all remaining positions and votes cast for them for the remaining positions ignored.

(9) Any motions and elections to be put to the vote must be published to the Members for discussion and voting arranged by electronic and postal means such that every Member may cast a vote.

(10) The results of the voting will be produced at a general meeting and motions that are passed take effect as Ordinary or Special Resolutions as appropriate.

 

36. Postal voting

(1) A Member entitled to vote but unable to vote electronically may request an alternate postal voting submission form either online or by post to the Company Secretary as soon as a vote has been called.

(2) The Company Secretary shall add the results of all postal votes received to the totals from the electronic voting to arrive at the final voting results.

 

37. Quorum for voting

(1) The quorum for any vote shall be the lesser of the following numbers of Members voting by post or by electronic means:

(a) 100;

(b) 50% of the total number of Members of the Company.

(2) Votes for elections or motions held under Articles 29 and 35 will be invalid if the number of Members voting falls below this quorum. Should this occur the Managing Committee shall arrange for a new round of voting as required and postpone or arrange an additional general meeting as appropriate.

 

 

 

PART 4: ADMINISTRATIVE ARRANGEMENTS

 

38. Means of communication to be used

(1) Subject to the Articles, anything sent or supplied by or to the Company under the Articles may be sent or supplied in any way in which the Companies Act 2006 provides for documents or information which are authorised or required by any provision of that Act to be sent or supplied by or to the Company.

(2) Subject to the Articles, any notice or document to be sent or supplied to a Director in connection with the taking of decisions by Directors may also be sent or supplied by the means by which that Director has asked to be sent or supplied with such notices or documents for the time being.

(3) A Director may agree with the Company that notices or documents sent to that Director in a particular way are to be deemed to have been received within a specified time of their being sent, and for the specified time to be less than 48 hours.

(4) Communications from the Company to Members shall be by electronic means or by post. Where a Member has registered an email address with the Company that address will be used.

 

39. No right to inspect accounts and other records

Except as provided by law or authorised by the Directors or an Ordinary Resolution of the Company, no person is entitled to inspect any of the Company’s accounting or other records or documents merely by virtue of being a Member.

 

40. Directors’ indemnity

(1) Subject to paragraph (2), a relevant Director of the Company may be indemnified out of the Company's assets against:

(a) any liability incurred by that Director in connection with any negligence, default, breach of duty or breach of trust in relation to the Company or an associated company;

(b) any liability incurred by that Director in connection with the activities of the Company or an associated company in its capacity as a trustee of an occupational pension scheme (as defined in section 236(6) of the Companies Act 2006);

(c) any other liability incurred by that Director as a Director of the Company or an associated company.

(2) This article does not authorise any indemnity which would be prohibited or rendered void by any provision of the Companies Acts or by any other provision of law.

(3) In this article:

(a) companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate; and

(b) “a relevant Director” means any Director or former Director of the Company or an associated company.

(4) This article applies equally to members of the Managing Committee who are not Directors.

 

41. Insurance

(1) The Directors may decide to purchase and maintain insurance, at the expense of the Company, for the benefit of any relevant Director in respect of any relevant loss.

(2) In this article:

(a) “a relevant Director” means any Director or former Director of the Company or an associated company;

(b) a “relevant loss” means any loss or liability which has been or may be incurred by a relevant Director in connection with that Director’s duties or powers in relation to the Company, any associated company or any pension fund or employees' share scheme of the Company or associated company; and

(c) companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate.

(3) This article applies equally to members of the Managing Committee who are not Directors.

 

42. Rules

(1) The Managing Committee may from time to time make such rules, by-laws, policies and procedures as it may deem necessary or convenient for the proper conduct and management of the Company provided that no rule shall be inconsistent with any provision laid down in these Articles.

(2) The Managing Committee must publish all such rules, by-laws, policies and procedures on the Company’s website and must inform all Members whenever any change is made to them.

 

 

 

43. Application of income and prohibition of distributions to Members

(1) The income and property of the Company shall be applied solely towards the promotion of its Objects as set forth in these Articles and no portion thereof shall be paid, transferred, or distributed, directly or indirectly, by way of dividend, bonus, return of capital or otherwise howsoever by way of profit to Members.

(2) Nothing in these Articles shall prevent any payment in good faith by the Company of:

(a) reasonable and proper remuneration to any Member of the Company for any services rendered to the Company;

(b) any interest on money lent to the Company by any Member at a reasonable and proper rate;

(c) reasonable and proper rent for premises demised or let to the Company by any Member; or

(d) reasonable out-of-pocket expenses properly incurred by any Member.

 

44. Dissolution

If the Company is wound up or dissolved and after all its debts and liabilities have been satisfied there remains any property it shall not be paid to or distributed among the Members of the Company. but shall be given or transferred to some other company or companies, society or societies (whether charitable or not) having activities similar to those of the Company at the time of dissolution and which prohibits the distribution of its or their income and property to an extent at least as great as is imposed on the Company by article 43 above. Such body or bodies to be determined by Ordinary Resolution of the Members at or before the time of winding up or dissolution and, subject to any such resolution of the Members, may be made by resolution of the Directors at or before the time of winding up or dissolution.

Company Rules

 

The Model Electronic Railway Group Ltd

 

Company Rules

Company Rules

 

These rules are issued by authority of the company's Articles of Association, Article 24(2) in relation to associate members and Article 43 in general. The rules are supplementary to the Articles and cover specific issues that are not appropriate for inclusion in the Articles but are needed to manage the Company activities in continuity with the precedent set in MERG while unincorporated. In the event of any discrepancy the Articles take precedence over these rules. In these rules MERG is used to refer to the Company. Terms defined in Article 1 retain their same meaning here unless otherwise stated.

 

INDEX TO THE RULES

 

1. Officers duties......................................................................................................... 2

2. The Managing Committee....................................................................................... 3

3. Young members....................................................................................................... 3

4. Subscriptions........................................................................................................... 4

5. Area groups (AGs) and special interest groups (SIGs)....................................... 4

 

 

 

RULES

 

1. Officers duties

(1) The primary duties of the four Officers mandated in Article 20 are as follows.

(2) CHAIR:

(a) promotion of MERG, formulating strategy and providing leadership to the Managing Committee;

(b) presenting a Report on the activities of the preceding year at each Annual General Meeting (AGM);

(c) ensuring the Managing Committee acts in the best interests of MERG members at all times.

(3) VICE CHAIR:

(a) deputising for the Chair;

(b) undertaking such duties as the Managing Committee shall determine.

 

(4) COMPANY SECRETARY:

(a) the general administration of MERG;

(b) convening the AGM, any other general meetings, and all Managing Committee meetings, providing the agenda and keeping minutes thereof;

(c) publishing the names of nominees for the Managing Committee, their election statements and the names of their proposers and seconders;

(d) publishing the name of the proposed Independent Examiner for the Company accounts;

(e) communicating with the IT Manager with regard to opening and closing the voting.

 

(5) TREASURER-

(a) receiving, making and recording all payments into and from the Company;

(b) preparing a Budget and maintaining accounts;

(c) presenting at each AGM a report on MERG's finances together with the accounts for the previous financial year and the opinion thereon by the Independent Examiner;

(d) maintaining an account or accounts at a Bank or Banks under terms approved by the Managing Committee;

(e) seeking and proposing for agreement of the Managing Committee and AGM an Independent Examiner for the Company’s accounts and records;

(f) ensuring correct reporting and payment of tax liability to HMRC.

 

 

2. The Managing Committee

(1) The Managing Committee shall select from amongst its members persons to oversee and manage the following functions:

(a) Journal production - to ensure the production and distribution of a minimum of four Journals of MERG activities and related matters per annum;

(b) Kit provision – to manage the range of MERG kits, including development, production, sales and distribution, all necessary purchasing, stocking, recording and technical support to members;

(c) Membership management - to maintain accurate records of membership, and to administer renewals and new joiner applications;

(d) Online facilities - to manage and maintain MERG's online facilities, to include both public and member facing aspects;

(e) Promotions and exhibitions - to ensure promotion of MERG and its aims and to encourage the recruitment of new members;

(f) Area groups and special interest groups - to encourage and support area groups and special interest groups;

(g) Data control - to ensure MERG complies with relevant data protection legislation.

(2) The Managing Committee shall also select from the membership a Safeguarding Officer who will not be a member of the Managing Committee. The Safeguarding Officer shall advise the Managing Committee on any issues relating to the MERG Safeguarding policy and its application within any relevant jurisdiction.

 

 

3. Young members

(1) Article 24(2) Provides for associate members who will not be voting Members of the Company under conditions to be specified in these rules.

(2) Currently young members form an agreed class of associate member.

(3) Young membership is open to those who are from 12 to 17 years of age.

(4) Applications for young membership must be approved by the applicants parent or guardian.

(5) Young members will be eligible to become Members of the Company on their 18th birthday.

(6) Access by young members to MERG internet facilities and meetings will be allowed only in accordance with the MERG Safeguarding Policy and in compliance with applicable laws or regulations of the country where the meeting takes place.

 

4. Subscriptions

(1) The rates for annual and joining fees will be determined by the Managing Committee to maintain the Company operations on a non-profit baseis while keeping adequate reserves and will be published on the Company website.

(2) For new members the annual subscription shall become due when joining and on the anniversary of joining. Members who joined the unincorporated society prior to 31 Mar 2012 shall become due on 1st April of each year.

(3) Membership will lapse if the annual subscription is not paid within 3 months following the due date. A joining fee may be raised in addition to the annual subscription to renew a lapsed membership..

 

 

5. Area groups (AGs) and special interest groups (SIGs)

(1) The Managing Committee shall issue guidelines to AGs and SIGs. These are guidelines, but are mandatory where they reflect other MERG Articles, rules or legislation.

(2) Membership of an AG or SIG is restricted to Members and associate members of MERG.

(3) Non MERG guests may attend meetings at the discretion of the AG or SIG Leader.

(4) No Area Group shall enter into any agreement, or contract, either expressed or implied, on behalf of MERG without the express agreement of the MERG Treasurer.

 

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