Commencement: - This constitution was adopted by the membership by way of ordinary resolution at the Annual general Meeting held on the 13th March 2017
1 All rules having form or conduct before this constitution shall cease to have effect hereafter save for those made by motion at a Committee meeting for which these rules were brought about. Any reference to the male gender shall have the same effect as to the female gender.
The body shall form as a members society. Membership shall be available to anyone without regard to gender, race, nationality, disability, sexual preference, religion or belief.
The name of the society shall be “The Huddersfield Society of Model Engineers”.
The purpose and functions of the society shall be the furtherance of all aspects of the hobby of modelling. Such purposes shall include but shall not be limited to the education and promotion of the hobby.
Before a member shall be admitted they shall complete and file an application form, attesting to their acceptance of the code of practice, these rules, the operating rules of any railway or other function operated by the society and general to undertake to behave as a decent and reasonable member.
6 A member having been expelled/suspended shall be ineligible for membership of the Society without the approval of the Committee.
7 A member of the society holding society property or coming into possession of trust property does so as a trustee of the society by way of constructive trust.
The society’s affairs shall be managed by a committee, elected from the society’s number annually. In line with time honoured custom and practice the society shall hold an annual general meeting each March where all such formal business of the society shall be conducted. All committee members shall act as fiduciaries and behave with the utmost good report.
9 Power to call meetings.
In addition to such annual general meeting, the committee shall have the power to call general meetings as often as they determine fit and proper.
Quorum, a quorum shall be six of the elected committee members.
10 Constitution of the committee.
The committee shall consist of a president who shall be ex officio and shall only possess a casting vote, a secretary, treasurer, officers of appointment and ten elected members. Officers of appointment carry specific duties (usually co-ordinators of society business) and along with the treasurer and secretary are committee members in their own right and are appointed by the committee to hold special duties. Accordingly they have one vote and hold office ancillary to being a committee member.
11 The vice president.
The committee may from its number appoint a vice president, who shall serve as president where the president is unable to act for want of attendance.
12 Terms of Office.
Each member of the committee shall serve for two years. At the conclusion of the first years’ service a committee member may retire. At any date subsequent to the first years’ service passing any committee member may retire.
13 Protocol for holding meetings.
All committee meetings shall be in camera unless the committee shall adopt an open forum. It should be observed that although an open forum may be called all business must be transacted through the chairman of the meeting, be it the president of the meeting, or the Vice President or some other officer appointed for the duty.
14 The time honoured observances of decorum, respect and mutual consideration shall be observed at all gatherings of the committee or members generally. Voting shall be by show of hands unless the committee determine a secret ballot be held.
15 Business shall be tabled on an agenda in the appropriate fashion and this agenda shall be circulated amongst committee members not less than seven clear days before the meeting. Any person having any business to propose to the committee shall do so through a committee member of there choice who shall ask the secretary to place the item on the agenda.
16 The committee may discuss and determine any ancillary matters not consequential to the business of the day in “ any other business” ; it is for the committee member to weight up the importance of the issue and ask the secretary to table the matter if it requires specific attention. The consequence of failing to this adequately is that the meeting may vote it at the next meeting.
17 Motions They shall be proposed and seconded and then open discussion shall take place where necessary, a vote being taken at an appropriate point. Persons wishing to speak in favour of the motion shall do so firstly followed by those who seek to adjust or prevent the motion.
Where the committee is unable to clearly determine a mater it shall have regard to its priorities which shall rank in order of precedence as follows:-
a) The protection of society property and assets from risk, loss or exposure.
b) The preservation of society services to the community and the upholding of contractual relationships and duties, its reputation or aspirations especially with the local authority.
c) The preservation of members as assets of the society.
d) The furtherance of the purpose of the society in general.
e) The protection of members as private individuals.
f) Any other priority ranking according to the views expressed and upheld at the meeting.
19 Where interests shall conflict the committee shall rank the priorities of the matters presenting themselves and dedicate resources or commitments to those in order of precedence.
20 Reports and circulations.
The committee secretary shall be responsible for circulating all meeting notices, agenda’s and minutes. Minutes from previous meetings shall be circulated within seven days of the Committee having met. The agenda and notices shall be circulated at least seven clear days prior to the meeting to which they are applicable, Unless otherwisedetermined by motion, the circulation list shall only contain members of the Committee.
21 Powers of the committee.
The committee shall handle all the affairs of the society. They shall act in the best interests of the society alone and shall not allow, permit or stand by and acquiesce as to any malpractice or misfeasance as to the affairs of the society.
22 The committee shall have all the rights and functions ascribed to them as required by fact or circumstance so at to carry on the business of the society in so far as the nature and remit of the society shall permit.
23 Relationship with the council.
Certain elements of the society’s business may involve relationships both formal and informal with the local authority.
24 The board of Greenhead Park Miniature Railway. The board members from the society may retire, be replaced and added to in accordance with the agreement current and in force with the local authority. HSME board members represent the Society in the project at Greenhead Park.
25 Discipline and complaints.
All matters of discipline shall be dealt with as if the member were an employee of the society, affording such courtesies as the right to be accompanied at meetings and the right of appeal.
26 The process of handling a disciplinary matter shall in the first instance be determined by the committee at a general meeting. The committee may decide to hold a full or a short process according to the nature of the alleged matter.
27 Once a disciplinary complaint has been received by the secretary of the society, a copy of the complaint with an invitation to make submissions shall be sent to the respondent. The respondent shall have a reasonable time to respond and shall if necessary make a request for an informal hearing with the committee. If the committee feel the matter warrants s formal hearing they shall give fourteen days notice of such a meeting and shall receive applications and notices from the parties in proper process. The hearing shall be conducted by the chairman as if it were a committee meeting. The complainant shall present the complaint uninterrupted and similarly the respondent may respond uninterrupted. The parties may ask each other questions in turn and the respondent shall always have final address to the committee. The committee may seek assistance form the past presidents at any stage.
28 The respondent and the complainant may appeal the decision to an appeal committee made up of, in the case of a Greenhead Park matter, to the full board and in the case of a Highfields matter to the past presidents.
29 None of these rules shall prohibit the holding of an informal meeting between the parties and a mediator, and this process should be encouraged and should be shown to have failed before the invoking of the more formal process. A party having failed to fully explore the informal route shall be barred from the formal route without motion to the contrary. This provides an avenue of formal complaint where violence or fraud (for instance) has been allegedly used.
The sanctions available to the committee shall rank in order of seriousness as follows: -
a) Verbal warning
b) Final Verbal Warning
c) Order to apologise and final verbal warning
d) Suspension of membership rights
e) Temporary expulsion
f) Full expulsion
An indicative indices of grounds are given here as: -
Verbal warning: - where two or more members have a general falling out and there follows a heated disturbance or conflict or where tempers flare.
Final verbal warning: - where a verbal warning has failed to make good any breakdown in relationships; it should be noted that at least one attempt to resolve such conflict should be made in camera and the parties have made an imputed undertaking to improve relationships.
Order to apologise and final verbal warning: - where minor acts of violence (within the common meaning thereof) or strong language or serious breakdown in relationships has occurred; it should be noted that at least one attempt to resolve such conflict should be made in camera and the parties have made an imputed undertaking to improve relationships.
Suspension of membership rights where actual bodily harm or the real and present risk or fear of personal harm has arisen or where minor counts of dishonesty or malpractice or breach of safety rules or general operating rules or where cheating has been proven or where property has been damaged wantonly or culpably.
For a temporary term - where serious acts of cheating, fraud, theft, deception, malpractice, refusal to adhere to the rules of the society, criminal behaviour, formal sanction of a court affect the performance of duties such as conviction for theft or violence.
For full expulsion - for actions not deemed covered by the temporary expulsion or where the reputation of the society has or is in serious danger of being brought into major public disrepute, for example serious fraud, conspiracy to defraud the inland revenue, serious disregard or complacency for health and safety, abuse to the officers of the local authority, abuse to the police or other formal visitors to the park.
31 Explanatory note: - These indices are indicative only and provide a framework for dealing with mischief, good practice is to weigh the offence, offset the apology or contrition of the respondent and make the most useful decision in line with the priorities of the society. These measures may only properly be taken by responsible and co-operative dialogue with the parties.
The society may draw upon subscriptions as it determines by motion.
The society may pay honorariums as it determines by motion.
Matters presenting themselves as urgent and for immediate consideration or action shall be dealt with in the most appropriate method possible. Committee members may act as agents of the society in so far as they may protect society property. Two or more committee members, becoming aware of an emergency may deal with the matter as expediently as they ought to reasonably conclude after the fashion of a reasonably prudent man of business. In the event that such action shall become open to scrutiny or criticism this shall only be done in camera by the committee and if necessary under the power so to request, the presence of the past presidents.
35 Other instruments.
The society may invoke other instruments, codes of practice, rule books and so on and so forth and once adopted by the committee as proper instruments those documents shall have canon as additional sources of authority to which the society shall work to and embody.
36 Unilateral declaration.
The society declares a unilateral acceptance of the statutory framework within which societies within the United Kingdom shall be governed, nothing in any of these rules shall have any effect upon nor shall the society seek to gain exemption from any governing instrument, the purpose of which is to promote inclusion, welfare and social cohesion. The society manifests a real and vibrant adoption of such philosophies and works to promote equal opportunities for all, fair and reasonable treatment of women, homosexuals, transsexuals and person of faith or no faith. In addition the society will actively encourage positive discrimination wherever permissible in line with guidance. The society upholds its duty to make reasonable adjustments and to accommodate disabled persons and seeks to encourage the participation of all such persons.
37 Changes to the Constitution.
The society may adjust, repeal, add to or make any material change to its constitution by way of general motion at Annual General Meeting. Before a proposed change shall be put up on the Agenda of the AGM it shall be presented in writing to the committee who shall determine it for at least six weeks prior to the AGM so that they may make representations to the society at the AGM in proper order.
The society may wind up any or all of its operations as it sees fit but when it shall cease to exist as a society it shall determine by general motion of the committee where its residual assets shall be demised or vested. The society shall be deemed to have ceased to exist if: -
a) It shall fail to have held a general meeting after a period of eighteen months
b) It shall have failed to have held an annual general meeting for two years
c) It shall by order of a court or tribunal of record, be wound up or declared Bankrupt
d) Shall by general motion of the committee ceased to exist.
Where agreement cannot be made on the destination of the society’s assets they shall be determined by vote of a final meeting of the entire membership at that time entitled to vote at an Annual General Meeting, the meeting shall be called within ten days of the final Committee Meeting.
The officers of the society shall be prorogued of office one hundred and thirty days or the day after the final business transaction required of them after the motion to dissolve the society so that they may perform such duties and functions (such as the conveyance of property) as might be required of them by law or duty.
Membership subscriptions shall be as decided by the committee as and when necessary and displayed in the society Newsletter.
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