These Rules were approved by the Bluebell Railway Preservation Society in a General Meeting held at Haywards Heath on 17 May 2003, and supersede and replace all previous Rules and amendments. Amendments agreed at the AGM on 17 May 2008 are shown in green, those agreed at the EGM on 21 May 2016 are shown in brown, and those agreed at the EGM on 18 May 2019 are shown in purple.
1. NAME AND STATUS
The Society shall be an un-incorporated association called "The Bluebell Railway Preservation Society" (hereafter "the Society"). The headquarters of the Society shall be at Sheffield Park Station, Sheffield Park, East Sussex.
2. OBJECTS OF THE SOCIETY
The Objects of the Society shall be:
a) the preservation and operation of the Bluebell Railway (hereafter "the Railway") between Sheffield Park, East Sussex and East Grinstead, West Sussex and any future extensions.
b) the preservation in connection therewith of historic locomotives, rolling stock and other items of railway interest.
c) provision, subject to agreement, for the housing and operation of preserved locomotives and rolling stock and other historic railway artefacts belonging to private individuals and other preservation bodies.
d) the encouragement of interest in and the study and enjoyment of railway history and operation and all subjects related thereto.
3. BLUEBELL RAILWAY Plc
The Society shall cause the management of the Railway to reside in Bluebell Railway Plc (hereafter "the Company"). In furtherance of the Objects of the Society, the Society shall:-
(a) own at least 51% of the shares in the Company under the arrangements set out in Rule 11(g), and
(b) assume responsibility as majority shareholder for setting the overall policy of the Company, subject to its statutory obligations.
MEMBERSHIP OF THE SOCIETY
4. SOCIETY MEMBERSHIP
Membership of the Society shall be on payment of a subscription at such rates as shall be determined in accordance with Rule 7.
Membership of the Society shall consist of seven classes of members (hereafter "Society Members"), whose admission shall be at the discretion of the Committee as constituted under Rule 10 (hereafter "the Committee"), namely:-
1. ORDINARY MEMBERS: shall be persons over age 16, whose membership is renewable annually. Full-time students over the age of 16 and persons over the age of 60, or in receipt of Job Seekers Allowance or equivalent State benefit, shall pay a reduced rate of subscription. Each Ordinary Member shall receive one copy of each issue of 'Bluebell News', and shall have one vote at Society General Meetings.
2. LIFE MEMBERS: shall be members who have paid the relevant Life Membership subscription. Persons over the age of 60 shall pay a reduced Life Membership subscription. Each Life Member shall receive one copy of each issue of 'Bluebell News', and shall have one vote at Society General Meetings. Life Members under the age of 16 may attend a Society General Meeting, but not vote.
A Life Member may resign his membership under Rule 8(a). The spouse or partner of a Life Member may pay a lower rate of subscription, and assume a full life membership of their own.
Any increase in the Life Membership subscription shall not have retrospective effect for existing Life Members.
3. FAMILY MEMBERS: a membership, renewable annually, comprising one or two adults and not more than three children under the age of 16 years. Such Family Members shall receive one copy per family of each issue of 'Bluebell News' and shall have one vote per adult at Society General Meetings, to be exercised only by adult members.
4. JOINT MEMBERS: comprising two adults residing at the same address. They shall receive one copy of each issue of 'Bluebell News' per household and shall have one vote each at Society General Meetings.
5. JUNIOR MEMBERS: members under the age of 16, who pay a reduced subscription. Each shall receive one copy of each issue of 'Bluebell News' and may attend Society General Meetings but not vote.
6. CORPORATE MEMBERS: being a society, club, or public or private body, whose subscription shall be at the discretion of the Committee. Each Corporate member shall receive one copy of each issue of 'Bluebell News', and may send a representative to Society General Meetings, [who may cast one vote].
7. HONORARY MEMBERS: The Committee may confer Honorary Life Membership on any person they shall see fit. An Honorary Member shall receive one copy of each issue of 'Bluebell News' and may attend and vote at Society General Meetings.
All Society Members and new members on joining the Society shall be given a copy of these Rules.
6. MEMBERSHIP RENEWALS
Society Members (other than Life Members and Honorary Members) shall renew their membership on the next quarter after the anniversary of their joining the Society, as follows:-
Jan 1st to March 31st - on April 1st
April 1st to June 30th - on July 1st
July 1st to Sept 30th - on Oct 1st
Oct 1st to Dec 31st - on Jan 1st
A new member shall renew on the relevant date above in the year following their initial subscription.
Ordinary Members who joined before 1st January 1990 shall renew their subscriptions on 1st January each year.
(a) Subscriptions shall be as may be determined from time to time by the Society in General Meeting.
(b) Subscriptions may be paid in cash, by cheque, Standing Order, Direct Debit, Continuing Credit or Debit Card Debit or any other such method as the Committee may from time to time decide.
8. TERMINATION OF MEMBERSHIP
(a) Any Society Member may resign their membership upon giving at least one month's notice in writing to the General Secretary. Such resignation is effective at the end of the period of notice, regardless of the class of membership held. The resignation may be withdrawn in writing, addressed to the General Secretary, before the notice has expired.
Any former Society Member who re-considers their position after resignation must re-join the Society and will be considered a new member, save that the Committee shall have a discretion in individual cases to re-instate a former Life Membership without further charge.
(b) If any Society Member's subscription is not fully paid 28 days after the due date for renewal as set out in Rule 6, their membership shall cease. The period of 28 days may be extended in appropriate circumstances at the discretion of the Membership Secretary. Where a late subscription is subsequently renewed the membership shall be valid for twelve months from the original renewal date
(c) The Committee shall have the power to expel any Society Member without publishing any reason other than it being, in their reasonable opinion, in the best interests of the Society to do so.
The Society Member concerned shall be entitled to appear before the Committee and state their case. In the event that the expulsion is confirmed by the Committee, the Society Member may appeal to the Society in Annual General Meeting, no later than the Annual General Meeting following the Committee's decision, or at any General Meeting called earlier for the purpose. In the event of such an appeal, the Society Member may ask for the grounds on which the Committee's decision was based to be stated in writing.
Any such expulsion will take effect at the end of a fourteen day notice period (commencing with the despatch by 2nd class post of written notice) following the initial decision of the Committee, unless an appeal is lodged as above, in which case it will be immediately effective upon final determination of an unsuccessful appeal.
The calling of any General Meeting for the purposes of an appeal under this Rule shall be the responsibility of the Society Member concerned.
Access to the following benefits is open only to Society Members, and ceases upon termination of their membership.
(a) Society Members shall be entitled upon production of a valid membership card to:-
- travel at reduced rates upon the Railway,
- Life members shall be entitled to free first class travel on normal timetabled trains
- special terms negotiated by the Society on purchases made from the sales departments
- free access to the facilities at the stations of the Railway,
in accordance with the terms operating from time to time laid down by the Company
(b) Society Members shall be entitled to join in the activities of the various departments of the Railway, subject to their suitability and available vacancies. Society Members so engaged shall abide by the Company's Operating Rules and Bye-laws from time to time in force. Society Members working in any capacity on the Railway will be subject at all times to the authority of the Directors of the Company, and must accept all reasonable instructions given to them by any authorised representative of the Company. They shall act at all times in such a manner whereby the safety of persons or property and the interests of the Society and the Company shall not be jeopardised.
MANAGEMENT OF THE SOCIETY
10. OFFICERS OF THE SOCIETY
(a) The Society may appoint in General Meeting a President and up to five Vice Presidents.
(b) The Society shall elect in General Meeting a Committee comprising twelve Trustees to manage its affairs. The Committee shall consist of the Chairman, the Vice-Chairman and ten further Trustees and a Committee Member elected under rule 29.
(c) The Society shall also elect in General Meeting a General Secretary, Treasurer and Membership Secretary.
(d) The Committee may appoint such Assistant Membership Secretaries as may be required, who must be adult Society Members. Such Assistant Membership Secretaries shall not be members of the Committee, and shall have no right of attendance at Committee meetings.
(e) The Committee may also co-opt up to three persons to act as advisory members who shall have the right to attend Committee meetings but shall have no vote.
11. DUTIES OF THE OFFICERS OF THE SOCIETY
(a) President and Vice Presidents:
These offices are Honorary and carry no specific duties, but shall be conferred in recognition of service to the Society rendered (or to be rendered) in furtherance of the Objects of the Society. They may attend meetings of the Committee but not vote. Honorary membership of the Society shall be conferred on these officers.
The Chairman of the Society shall be a Trustee and shall chair all General Meetings of the Society and Committee meetings. If unavailable, this to be undertaken by the Vice Chairman or, in his further absence, by any other person elected by the meeting. The Chairman shall have two votes in meetings, a substantive vote and a Chairman's casting vote. In the event of impasse, the casting vote shall be used to maintain the status quo, but it shall not be used to determine the outcome of a tied election.
The Chairman shall by resolution of the Committee under Rule 12(c), be nominated as a Director of the Company, and shall represent and safeguard the Society's interest in the Company. The Chairman shall advise the Directors of the Company of the views of the Society on such matters as the Directors may from time to time discuss.
(c) Vice Chairman:
The Vice Chairman of the Society shall be a Trustee and shall take the chair at meetings in the absence of the Chairman. The Vice Chairman shall have one vote at meetings, except when acting as Chairman, when the Chairman's casting vote may be exercised in accordance with Rule 11(b).
(d) General Secretary:
The General Secretary shall act as secretary to and attend all General Meetings of the Society and Committee meetings, which shall include the taking of minutes, in the form of a précis of proceedings. The General Secretary shall have one vote at Committee meetings. The General Secretary shall also be responsible for administrative arrangements for all meetings of the Society or Committee.
The Treasurer shall maintain the Society's books of account, attend General Meetings of the Society and Committee meetings, and prepare and present annual financial statements for the Society (hereafter "the Annual Accounts") for approval at the Annual General Meeting. The Treasurer shall have one vote at Committee meetings.
(f) Membership Secretary:
The Membership Secretary shall attend General Meetings of the Society and Committee meetings and maintain the Society's membership records and be responsible for recruiting new members to the Society. The Membership Secretary shall also oversee and be responsible for the work of the Assistant Membership Secretaries appointed under Rule 10(d). The Membership Secretary shall have one vote at Committee meetings.
The Membership Secretary shall control entrance to General Meetings of the Society, and shall ensure that no-one gains entry who is not a Society Member. The Chairman may invite non-members as guests of the Society.
The Trustees shall manage the relationship between the Society and the Company and be responsible for carrying out the policy and Objects of the Society, subject to their financial, legal and statutory responsibilities. They shall each have one vote at Committee meetings.
They shall hold on trust the Society's assets and, in particular, the shares in the Company owned by the Society in the name "the Trustees of the Bluebell Railway Preservation Society". They shall ensure that the provisions of Rule 3 are met. They shall use their shareholding to ensure that :
- only persons approved by them are appointed Directors of the Company.
- Directors do not remain in office after they cease to retain the confidence of the Society.
- relevant Directors and appropriate paid managers sit on the policy Sub-committees set up under Rule 15(b). Trustees other than the Chairman shall occupy the chairs of such Sub-committees.
- with the Agenda for each meeting held under rule 12(b) they receive a written report from the directors of the company on the conduct of the business, and their proposals for the future management and development of it.
12. DUTIES OF THE COMMITTEE
(a) The Committee shall manage the affairs of the Society on a daily basis, subject to the over-riding authority of the Society in General Meeting. From time to time it shall formulate a Long Term Plan and seek its approval from the Society in General Meeting, This plan shall set out in detail the preservation objectives of the Railway. The Committee shall act as may be considered necessary in furtherance of the policy and objects of the Society and in achievement of the Long Term Plan. It shall be accountable to the Society in General Meeting for its conduct of the Society's affairs.
(b) The Committee shall meet a minimum of six times between successive Annual General Meetings.
(c) Trustees shall exercise a watching brief over the corporate governance of the Society and Company, and of the conduct of the Company's business.
(d) The Committee will declare in a statement included with the Annual Accounts of the Society the existence and nature of any financial interest in the Company of individual members of the Committee during the previous Society financial year. "Financial interest" means an interest in the Company as shareholder, employee, contractor, supplier, or commercial customer.
(e) The Committee shall ensure that the duly audited accounts of the Company for the preceding financial year shall be circulated to all Society Members in time for each Annual General Meeting.
(f) The Committee shall review the Sub-committees formed under rule 15b and decide upon any changes in time for these changes to be advertised for Elections held under rule 16
(g) The committee shall review the work of the Museum Management Committee and ensure that its work coincides with the Society's aims and long term plan.
12A. NOMINATION OF DIRECTORS
(a) At a meeting held annually in September or October, the Committee shall ascertain which Directors are due to retire by rotation or otherwise at the next general meeting of the Company and shall consider whether or not they should use the Society's shareholding to support a Director's re-election at that general meeting.
(b) If the Committee does not support a Director's re-election for any reason or if a Director does not seek re-election or if a post falls vacant during the year due to resignation or otherwise, the Committee shall advertise the vacancy amongst the membership of the Society and elsewhere as the Trustees shall see fit and, after selection of the candidate as appears to them to be best qualified to fill the vacancy, shall nominate such candidate as a Director.
13. ELIGIBILITY FOR OFFICE
(a) All members of the Committee elected under Rule 10(b) above shall be adult Society Members who are not bankrupt.
(b) Candidates for election to the Committee must also show a minimum of three years continuous paid up membership of the Society immediately preceding their nomination. Candidates must also declare any financial interest as defined in Rule 12(d) in their election statement.
(c) If a candidate shall fail to make a complete and accurate declaration under Rule 13(b), the Committee shall (unless the omission was minor or trivial) require that candidate to withdraw their nomination, or, if successful at the election, to resign their post; such resignation being effective from the date of the Committee's decision.
14. TENURE OF OFFICE
(a) Trustees, including the Chairman and Vice Chairman, shall hold office for three years unless resignation, death, bankruptcy, removal under Rule 14(d) or other exceptional cause renders the period shorter.
Trustees shall retire by rotation, on a three yearly cycle commencing in 2004. The order of rotation shall be determined by the Committee, but each election must renew the mandate of at least three Trustees annually. The Committee may put up four members for re-election by rotation if that is needed to keep the overall tenure of any Trustee to three years.
The General Secretary, Treasurer and Membership Secretary shall hold office for three years.
(b) If Committee positions become vacant between Annual General Meetings, the Committee may co-opt up to two Society Members to act as non-voting replacements until the next Annual General Meeting, if in the opinion of the Committee such replacements are essential to the running of the Society.
In the event that three or more Committee positions fall vacant before the 31st January in any one year, the vacancies shall be filled within three calendar months in accordance with the procedure set out in Rules 16, 17, 18 and 19.
(c) Trustees or other officers may resign their position at any time by giving notice in writing to the Chairman, Vice Chairman or General Secretary. Such resignation shall be effective immediately upon receipt.
(d) A Trustee may be removed by the Society in General Meeting on passing of a motion notified under Rule 24. The resulting vacancy shall then be dealt with in accordance with Rule 14(b).
15. AREA GROUPS AND SUB-COMMITTEES
(a) Any group of Society members may, subject to the written approval of the Committee, form an Area Group for the purpose of furthering the Objects of the Society. Such Area Group shall be responsible for its own finances under the arrangements in Rule 26(d) and shall not bind the Society in any way. Such Area Group may formulate its own rules, but these shall be subject to approval in writing by the Committee. All Area Groups shall keep minutes of their meetings at which substantive business is conducted, and shall produce these to the Committee on request annually.
(b) The Committee shall form policy Sub-committees, chaired by a Trustee, to monitor such areas of activity within the Society and the Company as it may from time to time think fit.
(c) Any Sub-committee formed under rule 15(b), shall include among its number the relevant Director of the Company (where this person is not the Trustee holding the chair) and the departmental manager(s) covered by the scope of the Sub-committee. Sub-committee chairmen may, at their discretion, also co-opt any fully paid up Society Member having an interest in the work of a particular sub-committee.
Sub-committees shall have, among others as may be decided, a term of reference to monitor the relevant area and ensure that, subject to the need to carry out its responsibilities under the law, the Company is pursuing policies that are designed to deliver the Society's Objects, and Long Term Plan.
(d) The Committee may cause other general Sub-committees to be formed as it sees fit. Members of such Sub-committees may be appointed as necessary, but shall be fully paid up Society Members. Each such Sub-committee shall be chaired by a Trustee.
(e) All Sub-committees shall keep minutes of their meetings and shall produce these to the Committee on request. The Committee shall define the terms of reference and delegated authority of any Sub-committee, and no such Sub-committee shall be able to bind the Society beyond those terms or the extent of such delegated authority.
(f) Sub-committees may hold funds under the arrangements in Rule 26(c).
(a) The Committee shall send notice to Society Members of the requirement to elect or re-elect Trustees or other Officers of the Society, using the arrangements set out in Rule 24, and shall request nominations. Elections for the posts of Chairman, Vice Chairman, General Secretary, Membership Secretary or Treasurer, will be held separately from those for the post of Trustee, and will be subject to a separate notice under Rule 24.
(b) The request for nominations shall indicate if a chair of any Sub-committee formed under Rules 15(b) or 15(c) will become vacant following retirement of any existing Trustee. Candidates may state in their nomination paper to which vacancy they aspire and such indication shall appear alongside the Candidate's name on the ballot paper.
(c) Each nomination for election shall be proposed and seconded by adult Society Members and shall carry the Candidate's written consent that they are willing to stand for election or re-election. The Candidate shall also provide an election statement of not more than 200 words, which the Committee shall cause to be examined to ensure that it contains no misleading or incorrect statement. Any declaration of financial interest made under rule 13(b) shall be allowed in addition to the 200 word limit.
(d) All such nominations received shall be sent to Society Members with the Notice required under Rule 24.
(e) Voting forms shall be accompanied by the election statements of each Candidate referred to in Rule 16(c).
17. PLACE OF ELECTION
(a) Save as provided below, elections shall normally take place at an Annual General Meeting of the Society held under Rule 21.
(b) Where an election of Trustees is required under Rule 14(b) (other than at an Annual General Meeting) and where there is no other business arising, the election may be held by ballot on the premises of the Railway. Notices for such an election by ballot must be given, and voting forms issued as for an election under Rules 18 and 24 as if the election were a Meeting under Rule 21. An election by ballot will be void if the total number of votes cast is less than would constitute a quorum for a General Meeting under Rule 23 below.
(c) Where an election by ballot takes place under Rule 17(b), the appointed place shall be Sheffield Park Station. The appointed time shall be an operating Sunday between the hours of 10am and 5pm. The votes cast shall be counted by scrutineers appointed in accordance with Rule 18(e). The results of the election shall be published at all stations on the Railway, by post to Society Members who provide a stamped addressed envelope for the purpose, and in "Bluebell News".
18. MEANS OF VOTING
(a) Elections will be by secret ballot using a form sent to Society Members under the arrangements set out in Rule 24.
(b) Members may vote for any number of candidates up to the number of vacancies to be filled, but should do so by indicating an order of preference. This will be used to break any tied vote in accordance with Rule 19b. The highest preference will be "one".
(c) Completed ballot forms will be collected for counting on personal attendance (or attendance of a proxy where Rule 30 so permits), whether the election is held at a General Meeting or as a ballot under Rule 17(b). Ballot forms shall be deposited in a ballot box under the supervision of the Membership Secretary (or an Assistant Membership Secretary) upon entry to the place where the General Meeting or the ballot is being held.
(d) The ballot box will close thirty minutes after the start of the meeting at which elections are being held.
(e) All such ballot forms shall be examined and counted by not less than two election scrutineers. The scrutineers shall normally be appointed by the Committee from outside the membership of the Society.
(f) In the event of any of the scrutineers being unable or unwilling to act at any General Meeting, one or more Society Members present shall be elected ad hoc by the Meeting so that two scrutineers are available. Should this arise in the case of an election by ballot under Rule 17(b), the Chairman, Vice-Chairman or Membership Secretary may appoint two Society Members to act as scrutineers.
(g) If any Society Members are rostered to be on duty at the Railway at the time of a General Meeting, they may leave ballot forms in a sealed voting box (which shall be kept separate from all other voting boxes) provided at Sheffield Park Booking Office (or other appointed place) not later than two hours before the start of the Meeting. They shall sign a list which shall be kept with the voting box, specifying the duty being undertaken by them. The number of voting forms shall match the number of signatures on the list or all such votes so cast shall be deemed to be null and void. The list shall be surrendered to the scrutineers, and shall be destroyed once all the votes are counted and the result declared.
(h) An election that takes place at a General Meeting which is inquorate under Rule 23 shall be declared null and void.
(i) Votes received by post will be declared null and void.
19. RESULTS OF ELECTIONS
(a) Candidates for election as Trustee who achieve the three (or higher number according to the number of vacancies) highest votes will be declared elected, and will take office with effect from the end of the Meeting at which the election took place.
(b) Where an election result is such that the vote for the final place is tied, the preferences expressed under Rule 18(b) shall be taken into account. The winner shall be that Candidate who has achieved the larger number of high preference votes.
(c) Where the election is for General Secretary, Membership Secretary or Treasurer, the candidate for each post with the highest number of votes shall be declared the winner.
(d) If more than one candidate for the office of Trustee shall be elected having each stated a preference for the same vacant post, the candidate with the higher vote shall occupy the vacant post, and the other(s) be invited to occupy other vacant posts. If a candidate declines to do so, they shall resign and the vacancy arising shall be dealt with in accordance with Rule 14(b).
20. COMMITTEE MEETINGS
The Committee shall meet as stipulated in Rule 12(b). The Chairman, or in his absence, the Vice-Chairman, or any six Committee members shall have the power to convene an extraordinary meeting of the Committee with 14 days notice of such meeting being given to those entitled to attend.
21. SOCIETY GENERAL MEETINGS
(a) The Society shall hold an Annual General Meeting every year on a Saturday in April or May, at a location not more than 15 miles from Sheffield Park Station.
(b) Extraordinary General Meetings may be held as the Committee shall decide. The Committee shall convene an Extraordinary Meeting if at least 50 members call upon it in writing to do so.
A General Meeting may also be convened by any Society Member for the purposes of an appeal under Rule8(c).
(c) The Annual Accounts of the Society shall be presented for approval at the Annual General Meeting.
(d) Debate on motions at Society General Meetings shall be regulated by the Chairman in accordance with the document titled "Bluebell Rules of Debate" reproduced as an appendix to these Rules.
(e) At any General Meeting, Society Members shall each have one vote and a simple majority shall be sufficient to pass any resolution, save as provided for in Rules 24(f) and 28. The Chairman of the Meeting shall have a casting vote, which shall be exercised in accordance with Rule 11(b).
22. PROXY VOTES
Save as provided for in Rule 28 and Rule 30, there shall be no proxy votes at any meetings of the Committee or Society.
(a) At any General Meeting, a quorum shall be 100 Society Members or 5% of Society Members entitled to vote, whichever shall be the less.
(b) At each Committee meeting, a quorum shall be 51% of the voting strength of the full Committee, not including the Chairman's casting vote.
(c) Where a proxy vote is allowed under Rule 28 or Rule 30, the number of proxies cast shall count towards the quorum.
(a) Any notice given to Society Members, whether of a General Meeting or otherwise, shall be sent by post addressed to the last address notified by each member to the Membership Secretary. Notices to Society Members residing overseas shall be sent by Airmail.
(b) Dates for the sending of Notices of General Meetings, elections or ballots shall be calculated from the date of the Meeting, election or ballot.
(c) At least 49 days before the proposed date, the Committee shall send notice of any General Meeting, election or ballot, invite nominations and motions and give notice of any motions to be proposed by the Committee.
(d) At least 35 days before the proposed date, all nominations for election, motions for debate or amendments to Committee motions must be received by the General Secretary. Failure by Society Members for any reason to receive formal notification under Rule 24(c) shall not prevent or avoid compliance with this Rule.
(e) At least 14 days before any Meeting, the Committee shall send to Society Members an agenda, which shall include details of all motions and amendments to be debated, together with a copy of the Annual Accounts, voting forms, forms for Proxy Vote under Rule 28 (if relevant) and/or ballot papers.
(f) Motions not previously notified in accordance with Rule 24(d) shall only be accepted for debate at a General Meeting at the discretion of the Chairman, or on a two-thirds vote of those Society Members present and eligible to vote.
(a) The General Secretary shall maintain a record of all Meetings as provided in Rule 11(d).
(b) The minute books of the Society, the Committee and Sub-committees established under Rules 15(b) and 15(d) shall be available for inspection by any Society Member on giving reasonable notice to the General Secretary.
(a) In addition to their responsibilities under Rule11(g), the Trustees shall hold on trust all subscriptions, donations, grants or other receipts or income of any nature for the benefit of the Society and for the purposes and Objects of the Society and in particular may grant, donate, lend or otherwise transfer any such funds to the Company and/or may subscribe for shares in the Company.
(b) The Committee shall have power to defray out of Society funds the reasonable expenses of the Society, the Committee or any Society or Committee Member empowered to act on its behalf.
(c) Sub-committees appointed under Rules 15(b) and (d) may hold funds which may be voted to them by the Committee, or which they may accrue from activities organised by them. Such funds shall be held in a manner approved by the Committee. Each such Sub-committee shall, where relevant, produce financial statements to the Committee annually.
(d) Area Groups constituted under Rule 15(a) may hold funds which they may accrue from activities organised by them. Such funds shall be held in a manner approved by the Committee. Each Area Group shall produce financial statements to the Committee annually on request.
(e) Proper books of account shall be kept by the Treasurer in accordance with Rule 11(e) and shall be audited at least once a year by a Chartered or Certified Accountant or by two Honorary Auditors (not being Trustees or members of the Committee) to be appointed by the Society in General Meeting.
27. FINANCIAL YEAR
The Society's financial year shall end on 31st December each year.
28. ALTERATION OF THE RULES
(a) These Rules shall be altered only by a two-thirds majority vote of the Society in Annual General Meeting or at a General Meeting called for that purpose under Rule 21.
(b) The provisions of Rule 22 shall not apply to votes on motions which amend these Rules and any eligible Society Member may vote by proxy on such motions. They shall comply with the terms written upon a proxy form which shall be sent to them in accordance with Rule 24(e).
29. RELATIONS WITH BRT TRUSTEE LIMITED (THE BLUEBELL RAILWAY TRUST)
(a) Save as Rule 29 (g) otherwise provides the Committee shall not exercise its right to appoint one of the Governors of BRT Trustee Limited otherwise than by way of appointing a person elected by the Society using the procedures set out in rules 16,17,18 and 19
(b) Candidates for such position shall be fully paid up members of the Society and shall fulfil the criteria in Rule 13. He or she shall not be a Director of the Company or its subsidiaries or a Trustee
(c) the person so elected or appointed under Rule 29(g) shall become an additional member of the Committee but without any voting rights and shall hold office for a maximum period of three years subject to re-election in accordance with these rules.
(d) He or she shall be appointed as a Governor by the Committee at its next meeting unless he or she is disqualified from holding such post by the Articles of Association of the BRT Trustee Limited
(e) That person shall present at each AGM a financial statement for the Bluebell Railway Trust and a report on its activities. That person and the Chairman shall be responsible for reporting to the Committee and where appropriate seeking its views on the activities of the Bluebell Railway Trust and representing the views of the Committee and conveying its views to meetings of the Governors of BRT Trustee Limited
(f) The Committee shall ensure that such person is removed from the Governorship:
(i) If the Society in General Meeting passes a motion of no confidence in such person notified under rule 24
(ii) if such person becomes disqualified from holding office as a Governor of the BRT Trustee Limited
(iii) if he or she becomes a director of Bluebell Railway PLC or its subsidiaries
(iv) if he or she ceases to be a member of the Committee
(g) If a Governor appointed under this rule resigns or is removed from office under rule 29(f) he or she shall automatically cease to be a member of the Committee and if any vacancy arises it shall remain unfilled until the next General Meeting of the Society but the Committee may at their discretion appoint a replacement to serve until such meeting
(h) The first member of the Committee to be elected under this rule shall be the person who was elected Society Representative to the Bluebell Railway Trust in 2018.
30. DISSOLUTION AND TRANSFER OF ASSETS AND OBLIGATIONS
The Society may by resolution passed at a General Meeting authorise the Trustees to transfer its assets obligations and liabilities to a Company Limited by Guarantee whose objects are similar to the Society formed or to be formed for that purpose subject to
(a) the Memorandum and the Articles of Association of that Company having been approved by the Society in General Meeting
(b) the Directors and Members of that Company being the Chairman and Vice Chairman of the Society and nine other persons elected by the Society using the procedures set out in rules 16,17,18 and 19
(c) That company agreeing
(i) to accept as members of the Company all paid up members of the Society as at the date of transfer in the classes specified in Rule 4 on the basis of its approved Memorandum and Articles of Association
(ii) to honour all obligations of the Society in relation to membership contained in these rules
(d) The transfer being affected within 30 weeks of the resolution following which the Society shall be dissolved
The provisions of Rule 22 shall not apply to any motions or elections envisaged in this Rule 30. Any eligible member of the Society may vote by proxy on such motions or at such elections. They shall comply with the terms of any proxy form which shall be sent to them in accordance with Rule 24 (c)
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