Minutes of the Extraordinary General Meeting held on Saturday 17th May 2003 at Clair Hall, Perrymount Road, Haywards Heath, West Sussex, commencing at 7:05pm.

Present: Mr B J Holden MBE (President), Mr R J Watts (Chairman), Mr R E Parfitt (Vice-Chairman), Mr G D Bennett (Hon General Secretary & Treasurer), Mr P Saaler (Hon Membership Secretary), 12 Trustees and 210 Members.

Apologies for absence had been received from 14 members.

The Chairman welcomed members to the meeting and announced that he would be handing the chairmanship of the meeting over to Russell Pearce who had done a lot of hard work in compiling the new rules. This had been a two year process and lots of members had contributed views and comments during the various drafting stages. The rules had been amended on many occasions over the years - so much so that when he took over as Chairman, the then General Secretary had handed over a master copy from which lots of amendment slips fluttered to the floor.

Russell Pearce explained the background to the proposed new rules. The tied Trustee election in 2000 had triggered the need to review the rules. However the review had also given us the opportunity to consolidate changes since 1972; modernise the language; re-order the rules into coherent sections; anticipate changes and challenges and most important of all, to enhance accountability and to improve the election process. The new rules were intended to provide a solid foundation and the building blocks for the future.

This had been achieved by spelling out the management system; stating the role of bodies and individuals; providing an improved election system; creating a written system of accountability between the Society and plc; placing the focus on the Society to decide its priorities, improve its delivery of aims and developing the membership and volunteer workforce. This last objective was probably the most important challenge over the coming years.

The new rules re-stated the objects of the Society at Rule 2; the position of the company at Rule 3; the Management Structure in Rules 10 - 14; setting up of new Sub-Committees at Rule 15; elections in Rules 16 - 19; accountability in Rules 20 - 25; Finance in Rules 26 & 27; Rule Changes in Rule 28 and relations with the Trust in Rule 29.

The most important changes were in the nomination procedures where members would be able to nominate preferred candidates to occupy specific posts. The opportunity had also been taken to provide flexibility in seeking suitable nominees for the post of Director should this been necessary. New sub-Committees would be set up to improve the accountability of the company to the Society.

Referring to the proposed amendments on the Agenda, he announced that, with the meeting's agreement, the Trustees would be accepting Amendment Numbers 10, 11, 16 and 17 as these were proofing matters. Amendment No 9 should refer to rule 16(c) - this was a printing error. He had spoken to the proposer and seconder of Amendment No 12 which sought to put a system in place to deal with tied votes as they felt the proposed rule did not achieve this. On reflection, they agreed that their amendment did not achieve this either and so had agreed to withdraw the amendment with the proviso that the Trustees put a system in place before the next AGM.

Mr Middleton argued that the entire rule book should be remitted back to the Committee and re-presented next year with a proper system in place but this was not supported by those present.

On behalf of the Trustees, Russell Pearce moved the main motion "That this Society adopts the Rulebook known as the 9th Draft, with effect from the end of the Annual General Meeting held on 17th May 2003". The motion was seconded by Mr Strongitharm.

Amendment No 1:

Rule 9(a): Insert "Life members shall be entitled to free first-class travel on normal timetabled trains".

In the absence of the proposer (Peter Saaler) who was controlling entry to the meeting, Mr Pearce proposed the amendment, saying that the Trustees had no objection as this represented current practice. The motion was seconded by Mr Bance and was carried with one vote against.

Amendment Nos 2 & 3:

11(d): Remove "The General Secretary shall have no vote at Committee Meetings" and insert "The General Secretary shall have one vote at Committee Meetings".
11(e): Remove "The Treasurer shall have no vote at Committee Meetings" and insert "The Treasurer shall have one vote at Committee Meetings".

Mr Oades moved these amendments, saying that the General Secretary and Treasurer had considerable responsibility but no vote. The Society was not a business where these functions were carried out by paid staff and he did not believe they should be denied a vote. The amendments were formally seconded by Mr Nodes.

Mr Mundy said the wording implied that they could only vote once and should be redrafted. Mr Pearce explained that the Chairman had two votes at meetings - his own plus a casting vote - and Trustees one vote. You could not interpret the rules as meaning they could only vote once as that would be a nonsense. Mr Burgess agreed that the General Secretary and Treasurer should be able to vote if they wanted to.

Mr Pearce said the Trustees were not opposed to the amendments but that the Society had rejected voting responsibilities for the officers on two previous occasions. On a vote, Amendment No 2 was carried with 2 votes against and Amendment No 3 was carried with 4 votes against.

Amendment No 4:

11(f): Remove "or an invited guest" and insert "The Chairman may invite non-members as guests of the Society".

In the absence of the proposer (Peter Saaler), Mr Pearce moved the motion saying that it clarified the meaning of the rule. Mr Bance seconded the amendment and on a vote, the amendment was carried with 1 vote against.

Amendment No 5:

11(g): Insert at the end of 11(g) "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 the business."

Mr Williams moved the amendment, arguing that the new rules allowed the appointment of Directors who were not Trustees but were qualified for the job. There was a perception that decisions were already been made by the plc without adequate consultation with the Trustees and the new arrangements would not improve this situation. If the Directors were not Trustees, they must be accountable to the Society and the best way to achieve this would be for the Trustees to receive a written report from each Director with the agenda for each meeting. Mr Coleman formally seconded and commended the motion.

Mr Pearce said the Committee had discussed this amendment at some length. They saw the motives that were behind the amendment, but were cautious to balance accountability with practicality of operation. Present practice has Board minutes being circulated, backed up from time to time with reports from individual directors. He asked the meeting to bear in mind the effect of the sub-committees which would report periodically to the committee, and argued the need to avoid an excess of work otherwise Directors would always be reporting and never achieving.

Mr R Elliott asked whether he was asking the meeting to accept or reject the amendment. Mr Pearce replied that the Committee would accept the amendment on the understanding that the present arrangements met the objectives of the amendment. Mr Cope suggested that the wording was misleading and ought to say "they shall receive a written report", but Mr Williams rejected this.

On the vote, the amendment was carried with 57 votes For, 16 against and 49 abstentions.

Amendment no. 6

12(b): Remove "six" and insert "ten".

Moving the amendment, Mr R Elliott said the existing rules required the Trustees to meet 10 times a year and thus his amendment would not impose an additional requirement. He was not convinced the system of sub-committees would work and argued that the Trustees could not do their job properly if they only met six times a year. The amendment was formally seconded by Mr J C Elliott.

Mr Mundy argued that the rule required the Trustees to meet a minimum of six times and felt this was adequate. There was nothing to stop Trustees holding extra meetings if required. Mr Strongitharm referred to the attendance report in the AGM Agenda and said it was clear from this that the Trustees had met nine times between May and March and no doubt had held meetings since.

Mr Pearce asked members to reject the amendment, arguing that the purpose in any rule book is to impose an obligation on a committee to actually meet. Six meetings a year in reality was approximately one meeting every eight weeks. Eight weeks between meetings was not actually that long in any event and confirmed that the Trustees had actually met 11 times in the last year. He assured members that the Trustees would meet as much as was necessary, and would continue to do so. He asked the meeting not to impose an obligation that would become onerous and expensive for Officers, for no reason.

On a vote, the amendment was lost.

Amendment No 7

12(c) : Delete the word "non-executive" from rule 12(c)

Moving the amendment, Mr Williams said it was not clear what a "non-executive" Trustees was as this was not defined in the rule book. In any case, responsibility for corporate governance of the Society and Company should reside with all Trustees. The amendment was formally seconded by Mr Coleman.

Mr Pearce confirmed the Committee would accept the amendment and on a vote, the amendment was carried.

Amendment No 8:

14(b): remove "if not more than two Committee positions" and insert "if Committee positions";

remove "may co-opt Society members" and insert "may co-opt up to two Society Members"; and

remove "31st October" and insert "31st January".

Mr Salmon said the rule as drafted meant that if 5 Trustees resigned on 1st November, there was no means of replacing them as the Committee could only co-opt non-voting replacements and there would be a long gap until the next AGM. The 31st October cut off date was too soon after the AGM which was now held two months later than it used to be. A cut-off date of 31st January was more reasonable. Mr Coleman formally seconded the motion. Mr Pearce indicated that the Committee were prepared to accept the amendment.

Mr John asked the mover if his amendment meant that the Committee could co-opt two non-voting replacements to fill a single vacancy or only one. Mr Salmon replied that the rules provided for three or more to act as non-voting replacements and so this implied a one-to-one relationship.

On a vote, the amendment was carried.

Amendment no 9:

14(c): insert at end of clause "Any declaration of financial interest made under Rule 13(b) shall be allowed in addition to the 200 word limit".

Moving the amendment, Mr Salmon said any declaration of financial interest would shorten the scope for nominees to explain why they wanted to be elected. It would therefore be preferable for any declaration to be outside the 200 word limit. Mr Coleman formally seconded the amendment. Mr Pearce said the Committee had no view on the amendment and would leave it to the meeting. Mr Oades argued that the General Secretary would know whether or not a financial interest needed to be declared but the General Secretary disagreed, saying this was not something he would necessarily be aware of. On a vote, the amendment was carried.

NOTE: Amendment Nos 10 and 11 had already been accepted as proofing errors. Amendment No 12 was withdrawn.

Amendment No 13:

20: Insert at end of clause "with appropriate notice of such meeting being given to those entitled to attend".

Mr Salmon said this amendment was intended to reflect the position in the existing rules. Mr Coleman formally seconded. Mr Pearce said this was an unintended omission and with the meeting's agreement, would change "appropriate" to "14 days" so that it was the same as the current rule. This change was agreed and the amendment was carried.

Amendment No 14:

21(a): After "or May" insert "at a location not more than 15 miles from Sheffield Park Station"

Mr John (who was warmly applauded to welcome him back after his recent heart operation) moved both of these amendments simultaneously as they were closely linked. He explained that the amendment to rule 21 was intended to define a geographical boundary within which the meeting had to be held. At present, there was nothing to stop the meeting being held in Thurso. He felt it was important that the meeting was kept in the area close to the Railway. If the date, place and time of the AGM were to be fixed, there would be no need for a quorum to prevent skulduggery. The motion was formally seconded by Mr Bance.

Mr Prescott said that you see the same old faces year after year and suggested that the location of the meeting should be changed each year to year so as to give other members a chance to attend. Mr Pickup felt that 15 miles was insufficient and 25 miles would be better so as to include Brighton. Mr Resch, speaking as one of the same old faces that attended each year, said the reason you see the same people is because they are the ones who have an interest in the running of the railway. Mrs Cope asked what the cost was of hiring Clair Hall. The General Secretary replied that cost this year was £164 and that the Brighton Centre was likely to cost ten times as much.

Mr Simcock proposed that we move to a vote. This was seconded by Mr Bance and, on a vote, was carried. Accordingly, amendment No 14 was then put to the vote and was carried.

Amendment No 15:

23(a): After "General Meeting" insert "(other than an Annual General Meeting which has been properly called in accordance with these Rules)".
23: Add new clause: " (d) No quorum is required at an Annual General Meeting which has been properly called in accordance with these Rules.".

Proposing the amendment, Mr John argued that attendance at AGMs was patchy and he was aware that for some previous AGMs it had been a struggle to reach the 200 minimum. The AGM was special and held at a fixed time and date and there was therefore no need for a quorum. If insufficient members were to turn up and vote, the Society would be in trouble. The amendment was formally seconded by Mr Bance.

Mr Pearce informed the meeting that the Committee were recommending rejection of the amendment. He regarded this as a dangerous amendment. Whilst the Committee had to address the issue of participation, this was not the solution. Mr Hancock asked what would be the day to day affect on the railway if the AGM did not take place because it was inquorate. Mr Pearce replied that it would not affect the operation of the railway as this was run by the plc. Mr Strongitharm said he had raised the problem of low attendance at the AGM last year. The Committee needed to find out why people don't attend.

Exercising his right of reply, Mr John urged acceptance, saying that the Society would have difficulty in calling another AGM if the original meeting was inquorate. On a vote, the amendment was lost.

NOTE: Amendment Nos 16 and 17 had already been accepted as proofing errors.

Main motion (as amended)

Mr Middleton felt that the rule on the means of voting [Rule 18b] was extremely vague. The outline of the voting system was so vague as to be untrustworthy and he asked the meeting to reject the rulebook. Mr Brook said the matter could be resolved with a simple points system.

Mr Pearce said the voting system proposed formalised the arrangements that were in place tonight for the election of Trustees. This system was outside the scope of the current rules but was put in place following the tied vote in 2001 and the wish of the Society to avoid a repetition. He accepted that more work was needed before the 2004 elections so as to make things clear and he undertook to do this. Mr Middleton argued that if such clarification was not enshrined with the rules, there was no guarantee it would be implemented. Mr Pearce said the undertaking would be recorded in the minutes of the meeting.

The main motion was put to the vote and was carried, with 2 votes against and 2 abstentions.

Before closing the meeting, the Chairman thanked everyone for their contribution and thanked Russell Pearce for expertly steering the meeting through a complex subject. The meeting closed at 8pm.

This version as at 18th June 2003