Constitution

The CONSTITUTION of the COTSWOLD LINE PROMOTION GROUP.

1. Name:

The Group shall be known as the Cotswold Line Promotion Group (hereinafter called “the Group”).

2. Aims:

The aims of the Group shall be:

(i) to encourage by all lawful means the fullest possible use of the Cotswold Line (Oxford – Hereford line) and associated lines.

(ii) to encourage, support and promote the use development and continuous improvement of the Cotswold Line and associated lines including but not limited to service frequency punctuality comfort and value for money.

(iii) to safeguard the future of the Line including the promotion of improvements in rail passenger access to rail services by means of bus feeder services to and from railheads as well as the promotion of all forms of access, to include in particular access by cars, cycles, pedestrian access and access to those with all forms of mobility impairment

(iv) to support and assist in the preservation and restoration of the structures and buildings along the said lines together with the associated plant and machinery;

(v) to provide new facilities or to improve existing facilities for those using the said lines;

(vi) to promote knowledge and appreciation of the said lines and encourage the relevant Train Operating Companies to publicise the Lines both within and outside the Cotswold area.

(vii) to co-operate with other organisations having similar objectives.

(viii) to do anything which is conducive or incidental to the carrying out of the above objects.

(ix) to hold regular meetings and to hold dialogue with Train Management both Train Operators and infrastructure management as well as with local authorities and other funding bodies able to sponsor projects

3. Publications:

In furtherance of the above objects, the Group may, inter alia, publish or sponsor the publication of information relating to the said lines and services over them, and connections with such services, together with information relating to the buildings and structures.

4. Membership:

Membership of the Group is open to anyone interested in its aims, whose application is approved by the Committee and shall be available in the following categories;

(i) Individual Membership – being annual membership for anyone under 60 years of age.

(ii) Senior Membership – being annual membership for individuals who are 60 years of age or over.

(iii) Family Membership – being annual membership open to two or more individuals living at the same address.

(iv) Life Membership – open to an individual who is age 18 years of age, or over.

(v) Joint Life Membership– open to two people over the age of 18 living at the same address;

(vi) Corporate Membership – annual membership open to voluntary bodies or societies, local authorities, companies or other bodies approved by the Committee. Membership of the Group is open to anyone interested in its aims, whose application is approved by the Committee.

4. Financial Year:

The financial year of the Group shall run from 1st April to 31st March.

5. Charges for Membership:

Charges for each category of membership shall be determined each year at the Annual General Meeting. Membership shall be renewable on 31st August annually except for life members. Life membership shall be calculated at 25 times the appropriate annual rate.

6. Applications for Membership and Termination of Membership: Applications for membership shall be dealt with by or under the directions of the Committee who shall be entitled to refuse membership or terminate the membership of an existing member (in any category) if they consider that the member may bring the Group into disrepute or is using their membership for a purpose not in accordance with the above aims.

7. Financial Year:

The financial year of the Group shall run from 1st April to 31st March.

8. Annual General Meeting: An Annual General Meeting shall be held in May of each year or as soon as possible thereafter but never more than 15 months after the last AGM. At least three weeks’ notice shall be given in writing and electronically to members. The quorum for the Annual General Meeting shall be 25 members in addition to those officers and committee members who are present.

(a) The Annual General Meeting shall transact the following business:-

(i) to receive an annual report from the chairman;

(ii) to consider and approve the annual accounts, as presented by the Treasurer;

(iii) to consider any other resolution notified to the Secretary as Special Business in accordance with paragraph 9 below;

(iv) the election or re-election of the Chairman, Vice Chairman, Secretary and Treasurer.

(v) the election or re-election of members of the Committee so as to bring the number of elected members up to a maximum of sixteen.

(vi) appoint an independent examiner or firm of auditors.

(b) Nomination for the election or re-election of officers and members of the Committee must be received by the Secretary by no later than 15th February before the date of the Annual General Meeting, and shall be signed by the proposer, and must be countersigned by the nominee – both of whom need to be current members as at the date of nomination and AGM.

9. Special Business at Annual General Meeting:

The Secretary shall refer to the Annual General Meeting any resolution:

(i) proposed by the Committee; or

(ii) proposed from the membership, provided that the Secretary shall receive a notice in writing signed by not less than 5 per cent of the membership or 100 members (whichever is the less) by 15th February prior to the Annual General Meeting and that such notice clearly states the resolution which is to be proposed and the reasons for it.

10. Special General Meetings:

(i) A Special General Meeting shall be called when deemed necessary by the Committee or at the request, in writing, and stating the nature of the business to be discussed, by not less than 5 per cent of the membership or 100 members (whichever is the less) of the Group

(ii) At least twenty-one days’ notice in writing and electronically stating the nature of the business to be discussed shall be sent to members.

(iii) Only the business specified shall be transacted.

(iv) The quorum for any Special General Meeting shall be 25 members in addition to those officers and committee members who are present.

(v) If the members calling a Special General Meeting request that the details are given to members before the next magazine mailing, such details shall be given to members by separate mailing, provided that the members calling the Special General Meeting shall pay all of the costs of giving such details to members at that time and deposit with the Treasurer an amount equal to the Treasurer’s estimate of such costs. A Special General Meeting shall be called when deemed necessary by the Committee or at the request, in writing, and stating the nature of the business to be discussed, of not less than ten members of the Group. At least twenty-one days’ notice in writing and electronically stating the nature of the business to be discussed shall be sent to members. Only the business specified shall be transacted. The quorum for any Special General Meeting shall be 25 members in addition to those officers and committee members who are present.

11. Voting and Quorums at General Meetings:

(a) Each individual member over the age of 18 shall have the right to attend and vote at general meetings. In the case of family membership, any person in the family over the age of 18 may vote on behalf of the others but in the case of family membership and joint life membership, voting shall be limited to two persons who are in attendance. In the case of corporate members, the right to vote is to be exercised by a duly authorised representative..

(b) Voting shall be either by show of hands or by secret ballot (as the Chairman shall decide) of those present at the meeting.

(d) The quorum for a General Meeting shall be 25 members in addition to officers and committee members.

12. Accounts and Audit: The Accounts of the Group shall be prepared annually by or under the direction of the Treasurer and shall be presented for adoption at the Annual General Meeting. The Accounts shall be audited or reviewed and certified by an independent examiner or firm of auditors and approved by the committee.

13. Committee Responsibilities:

(i) The Committee shall hold at least four meetings in each year. Further meetings may be called at any time by the Chairman or at the request of at least three members of the Committee. Not less than three working days’ notice shall be given of all meetings and of the matters to be discussed.

(ii) The Committee shall appoint from within its number such other Officers as may be necessary.

(iii) The Committee shall have power to co-opt up to three members during any year such co-options to be effective for that year only up to the date of the next Annual General meeting.

(iv) Upon the occurrence of a casual vacancy in one of the officer appointments , the remaining members of the Committee shall have power to appoint any member of the committee including a co-opted member to serve in place of the former officer for the remainder of that appointment’s year.

(v) If the Chairman is absent from any meeting, the Vice-Chairman (if any) shall preside. Otherwise, the members present shall, before any other business is transacted, choose one of their number to preside at that meeting.

(vi) The proceedings of the Committee shall not be invalidated by any failure to appoint or any defect in the appointment, election or qualification of any member.

(vii) A quorum for meetings of the Committee shall be six members of the Committee, including Officers.

(viii) A record of what is decided at meetings of the Committee (“the Minutes”) shall be taken by the Secretary or, in his absence, by another Committee member. These minutes shall be presented to the next meeting of the Committee and, when approved, be signed by the Chairman of the meeting and then retained by the Secretary for future reference.

(ix) The officers and committee members shall be entitled to be indemnified out of the assets of the Group in respect of any liability reasonably incurred by them in good faith on behalf of the Group.

(x) The Committee may appoint sub-committees for specified purposes, with power to invite additional persons who are not members of the Group or members of the Committee to serve on such sub-committees. A report of what was discussed or decided at meetings of sub-committees shall be circulated to all members of the full Committee in advance of its next meeting.

(xi) The Committee may from time to time appoint staff and/or advisers and may pay such persons wages or fees and/or expenses and invite them to attend and speak (but not vote) at meetings of the Committee.

14. Management:

The Committee may from time to time determine all matters relating to the management of the Group including:-

(a) the terms and conditions upon which the Group’s property may be used by persons or bodies other than the Committee;

(b) the management and investment of all funds belonging to the Group;

(e) the holding of assets and the administration of funds by companies or trusts.

15. Bank Account:

The Group shall maintain accounts at one or more banks authorised and regulated by the Financial Conduct Authority (FCA) (or any successor authority). The Group may also operate a PayPal account, an organisation authorised by the FCA but not regulated by the FCA. PayPal is regulated under EEA rules by the state in which it is based and this is currently Luxembourg. The group may operate current accounts and deposit accounts and make and accept payments for Group activities by Cash, Cheque, Debit and Credit card facilities or by Electronic Funds Transfer (EFT). Cheques drawn on a Group account shall be signed by any two of the following: Chairman, Treasurer, Secretary, Membership Secretary and any one other duly authorised committee member. The Group may also use Electronic Banking facilities provided by its current account operator(s). Electronic funds transfer shall be authorised by email from at least two of the five members authorised for cheque payments. The Treasurer will print a paper copy for audit purposes to support such payments. Group bank account debit cards will be limited to two and will be held by the Chairman for the time being and the Treasurer for the time being The Group shall maintain accounts at one or more banks or other authorised regulated banking institutions. Cheques drawn on the account shall be signed by any two of the following: Chairman, Treasurer, Secretary and Membership Secretary and any other duly authorised committee member.

16. Amendments to the Constitution: No new rule shall be made nor shall any of the rules contained herein be amended or rescinded without the consent of two-thirds of the members present at an Annual General Meeting or Special General Meeting of which due notice has been given specifying the intention to propose such new rules, amendments or rescissions.

17. Period of Office: Except in relation to casual vacancies, in which case paragraph 18 below shall apply, the period of office of members of the Committee shall be as follows:-

(a) the Officers and committee shall serve for the period from the end of the Annual General Meeting at which they were elected until to the end of the Annual General Meeting in the following year.

(b) persons co-opted pursuant to paragraph 13 above shall serve until the end of the next Annual General Meeting after their co-option.

18. Honorary Members:

The Committee shall have power to appoint a person with the honorary title of President and to appoint persons as Vice Presidents or Honorary Members or Honorary Life Members where such persons have rendered or are considered able to render special service to the Group or in the attainment of the above objects.

19. Dissolution of the Group:

(a) If it is agreed by not less than two-thirds of the members present at an Annual General or Special General Meeting, of which not less than twenty-one days’ notice has been given in writing by the Secretary specifying the intention to propose it, that the Group shall be dissolved, the funds of the Group, after all debts have been settled, shall, at the discretion of the Committee, be devoted to a purpose consonant with the aims of the Group and meanwhile such moneys shall be invested and any income arising there from shall be accumulated for such time as may be allowed by law.

(b) Pending the dissolution of the Group, the committee shall remain in office to ensure that all matters that require attention have been attended to pending conclusion of the dissolution.