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Model Electronic Railway Group

The Leading Society for Model Railway Electronics

The MERG Charter

(As amended at the 2022 AGM).

1. Name:

The Group shall be known as the MODEL ELECTRONIC RAILWAY GROUP [MERG].

2. Objectives:

The Group exists to promote, maintain, and foster interest in the application of electronics, including computers, to Railway Modelling by:

  1. offering the assistance of the Group to members and railway modellers generally;
  2. promoting fuller recognition of the benefits of electronics in the model railway press;
  3. encouraging and supporting development of new electronic applications and techniques by members and where appropriate arranging publication or kit provision to members;
  4. demonstrating electronic methods where invited and with the available Group support.

3. Membership:

Membership of the Group shall be governed by the MERG Rules and shall be open to all those, 12 years of age and above, interested in the application of electronics and computing to railway modelling.

4. Activities:

The Group shall provide for the exchange of knowledge, experience and ideas between members by providing contacts with those having similar interests, including formal meetings, provision of Internet communications and the encouragement of area groups.

Publications produced by the Group shall be made available to all members.

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The MERG Rules

(As amended at the 2023 AGM).

The Name of the Group, and its Aims are formally set out in the Charter.

1. MANAGEMENT

The management of the affairs of the Model Electronic Railway Group (MERG) shall be by means of a Managing Committee whose election will be announced at the Annual General Meeting. The precise duties of Officers and Committee members shall be described as agreed by the Managing Committee and documented.

The Managing Committee shall:

  • consist of four Officers and eight ordinary Managing Committee members;
  • at all times act in the best interests of MERG and take such action as they regard as necessary to safeguard MERG and its members;
  • agree and publish to the members policy and procedure documents necessary for proper management of MERG, including but not limited to, Safeguarding, Grievance, Data protection, Copyright and Awarding of Honours.

2. OFFICERS

The Officers of MERG and their primary responsibilities shall be:

CHAIR-

  • promotion of MERG, formulating strategy and providing leadership to the Managing Committee;
  • presenting a Report on the activities of the preceding year at each Annual General Meeting (AGM);
  • ensuring the Managing Committee acts in the best interests of MERG members at all times.

VICE CHAIR-

  • deputising for the Chair;
  • undertaking such duties as the Managing Committee shall determine.

SECRETARY-

  • the general administration of MERG;
  • convening the AGM, any Extraordinary General Meeting (EGM), and all Managing Committee Meetings of the Group, providing the Agenda and keeping Minutes thereof;
  • publishing the names of nominees for the Managing Committee, their election statements and the names of their proposers and seconders;
  • publishing the name of the proposed Independent Examiner;
  • communicating with the IT Manager with regard to opening and closing the voting.

TREASURER-

  • receiving, making and recording all payments into and from MERG;
  • preparing a Budget and maintaining accounts;
  • 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;
  • maintaining an account or accounts at a Bank or Banks under terms approved by the Managing Committee;
  • seeking and proposing for agreement of the Managing Committee and AGM an Independent Examiner for MERG’s accounts and records.

3. THE MANAGING COMMITTEE

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

Journal Production - to ensure the production and distribution of a minimum of four Journals of MERG activities and related matters per annum.

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.

Membership Management - to maintain accurate records of membership, and to administer renewals and new joiner applications.

Online Facilities - to manage and maintain MERG's online facilities, to include both public and member facing aspects.

Promotions and Exhibitions - to ensure promotion of MERG and its aims and to encourage the recruitment of new members.

Area Groups and Special Interest Groups - to encourage and support Area Groups and Special Interest Groups.

Data Control - to ensure MERG complies with relevant data protection legislation.

(b) 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.

4. MANAGING COMMITTEE MEETINGS

Meetings may be held on-line or in person. Meetings shall not proceed without there being a quorum of seven members present.

The Managing Committee:

  • may co-opt not more than two members at any one time, and subject to the overall size limit of twelve;
  • shall call an EGM and appoint a Returning Officer to elect new committee members if the number of members falls below seven, this action and only this action shall not need a quorum;
  • may set up sub-committees for special purposes and may co-opt any MERG members and/or relevant specialists for such subcommittees.

Only Managing Committee members and those co-opted to the Managing Committee are entitled to vote.

5. ELECTION of MANAGING COMMITTEE

All Officers and Managing Committee members shall retire at the AGM, but shall be eligible for re-election. All MERG members aged 18 and above (Full members) are eligible for election. All applications from Full members for election or re-election to Officer or Managing Committee must be received by the Secretary no later than 15 days before the date of the AGM or EGM. These applications must be nominated and seconded by Full members and accompanied by an Election Statement from the applicant.

Rules contd...

6. TYPE AND STATUS OF MEMBERSHIP

a. Full membership is open to those who are 18 years of age or older.

b. Young membership is open to those who are from 12 to 17 years of age. Applications for Young membership must be approved by their parent or guardian. Young members will become Full members on their 18th birthday.

c. 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.

7. SUBSCRIPTION

For new members the annual subscription shall become due when joining and on the anniversary of joining. Members who joined prior to 31 Mar 2012 shall become due on 1st April of each year. A Joining fee may be raised in addition to the annual subscription.

8. ANNUAL GENERAL MEETING [AGM]

The AGM shall be held within nine months of the end of the financial year. The meeting shall be held online or in hybrid form (online and in-person) to allow as many members as practicable to participate.

Initial notification of the Date and Time will be given as soon as practicable, with at least 55 days notice.

Motions proposing changes to the Charter and Rules or other proposals for consideration may be submitted by Full members or by the Managing Committee. All drafts of Motions to be voted on must be received (by the Secretary) as early as possible but at least 42 days before the date of the AGM and accompanied by an explanation of the benefits arising from the proposal.

The Secretary shall, on receipt, arrange for review and consultation in accordance with the MERG Motions procedure.

The final text of all Motions must be received (by the Secretary) at least 15 days before the date of the AGM. The formal documents pertaining to the AGM shall be published and made available to all members with the meeting Agenda, at least 14 days before the date of the AGM.

9. EXTRAORDINARY GENERAL MEETING [EGM]

At the written request of any twenty or more Full members, or at the discretion of the Managing Committee, an EGM shall be convened for the discussion of any specific business. The EGM shall be held within 60 days of receiving a valid request. All other arrangements shall be as for an AGM as detailed in Rule 8.

10. ACCOUNTS

The Financial Year shall run from 1 April to 31 March.

The accounts and records shall be reviewed and approved by an Independent Examiner prior to presentation at the AGM. The Independent Examiner shall be independent of the Managing Committee and appointed at the previous AGM. In the event of there being no candidate appointed, or the appointee resigning before the next AGM, a replacement shall be co-opted by the Managing Committee. Advice of such action shall be given to the members within three months of the co-option.

11. AREA GROUPS (AGs) and SPECIAL INTEREST GROUPS (SIGs)

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

Membership of an AG or SIG is restricted to members of MERG. Non MERG guests may attend meetings at the discretion of the AG or SIG Leader.

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.

12. EXPENSES

Members doing legitimate MERG business shall be reimbursed reasonable expenses incurred in the conduct of their duties. Claims must be supported by receipts and a signed statement. In suitable cases such as car mileage the Treasurer may agree to defined rates in lieu of receipts.

Managing Committee members shall be permitted to claim an annual allowance not exceeding 3 annual inland subscriptions to cover incidental expenditure not otherwise claimable.

The Treasurer shall have the right to reject or amend any claim for expenses judged to be unreasonable or excessive. In case of dispute the matter shall be referred to the Managing Committee for a final decision.

13. AMENDMENTS to the CHARTER and RULES

The Charter and Rules may be amended at an AGM or EGM by motions submitted as specified in Rule 8 and voted on in accordance with Rule 14. Motions to amend the Charter shall require 75% of the votes cast to be carried.

14. VOTING

All Full members are eligible to vote.

The voting process will be used for:

  • the election of Managing Committee members, including Officers;
  • amendments to the Charter and Rules;
  • other resolutions or items proposed by Full members or by the Managing Committee.

Voting shall be conducted through the online portal. Members may request an alternate postal voting submission form either online or through the Secretary as soon as a vote has been called.

Members may only vote using one of these mechanisms and only once for each item being considered. A member cannot amend or cancel their vote once cast.

Voting shall close 48 hours before the publication of results to allow the independent verification thereof by the scrutineer. The verified results shall be published online and in the next practicable Journal. When the vote is linked to an AGM or EGM the verified results shall also be announced at the meeting.

15. MATTERS NOT COVERED

The Managing Committee is empowered to decide all matters not specifically covered by the Rules. In the event that such a decision contravenes the Rules#1 it shall be subject to confirmation at the next AGM or EGM.

#1 For example due to a change in law.

16. COPIES of the RULES

A copy of the current Rules and Charter shall be made available to each member. Membership of MERG shall be deemed to be acceptance of the Rules.

17. AWARDING of HONOURS

The Managing Committee may propose the award of suitable honours to MERG members for distinguished service as defined in the MERG Honours Procedure.

18. MEMBERS' CONDUCT

On joining, members agree to follow the MERG Charter and Rules, are expected to treat other members politely and with consideration and act in accordance with MERG policies and procedures. Failure to do so will be handled in accordance with the MERG Grievance Procedure.

Any financial or other commitment entered into in misrepresentation of MERG shall be the personal responsibility of the member(s) concerned.

Any member has the right to raise a grievance or complaint to the Managing Committee. Any such correspondence must be sent to the Secretary or, where this is not appropriate, to another officer. The matter will be handled in accordance with the MERG Grievance Procedure.

The Managing Committee is empowered to suspend or expel a member for conduct in violation of the Rules, policies and procedures or to the discredit of MERG.

Any dispute over a Managing Committee action under this rule shall be handled in accordance with the appeals section of the MERG Grievance Procedure

19. WINDING UP of MERG

MERG may be wound up by a resolution of a majority of the members at an AGM or an EGM called for the purpose. Any assets remaining after settlement of debts shall be held by The Model Railway Club [MRC], together with the names and last-known addresses of members at the winding-up, against the establishment of either a re-formed group, or another organisation with comparable aims, as decided by The MRC at their absolute discretion. Only the capital sum held shall be passed to the re-formed group or similar organisation, together with the above-mentioned names and addresses. If no suitable organisation is identified within five years from the date of winding-up, the assets shall pass irrevocably to The MRC.