1.  NAME
The name of the organisation is the Friends of the Lymington to Brockenhurst Line.

2.  DEFINITIONS
In these Rules:
a)  The expression “the Line” means The Lymington to Brockenhurst Railway Line (which terminates at Lymington pier ferry terminal) and its stations.
b)  The expression “the Friends” means the organisation constituted by these Rules.
c)   The expression “the Committee” means the Committee for the time being of the Friends as hereinafter constituted.
d)   The expression “the Hon. Secretary” means the Hon. Secretary for the time being of the Friends; the same applies to the expression “Hon. Treasurer”.
e)   The expression “the Officers of the Committee” means the Chairman and Vice Chairman (if any) and Hon. Secretary of the Committee and the Hon. Treasurer for the time being of the Friends.
f)   The expression “the Rules” includes any amendment or alteration thereof for the time being in force.

3.  OBJECTS
The objects of the Friends are to assist the Community Rail Partnership and South
West Trains in providing to users and potential users an effective, safe and pleasant service on the Railway Line and to further the use and future of the Railway Line; also to maximise the Line’s potential as part of an integrated transport network for the district, including the ferry service to Yarmouth Isle of Wight.

4.  POWERS
For the purposes of carrying out the above objects, the Friends shall have the following powers:
a)   To encourage and promote the wider use of the Railway Line, and to mobilise, foster and maintain the interest and support of the Public in the Railway Line, and to put forward ideas and proposals for improvement of the Railway Line’s facilities.
b)   To raise funds and to invite and receive contributions from any person or persons or organisations whatsoever by way of subscription, donation or otherwise, provided that the Friends shall not undertake permanent trading activities in raising funds for the said objects.
c)   To provide, or assist in the provision of, amenities in the Stations for clients and staff.
d)   To do all such other lawful things as are necessary for the attainment of the above objects, subject to the Memorandum of Understanding agreed from time to time with South West Trains and the Community Rail Partnership.

5.   MEMBERSHIP
Membership of the Friends shall comprise the following categories: Individual, Group and Corporate.  Group membership shall be open to any Society or Association who wishes to the Friends; Corporate membership shall be open to any business or commercial organisation.  Any member, whether Individual, Group or Corporate, shall be entitled to one vote.
Any member who wishes to be actively involved in the upkeep and appearance of the stations as a Volunteer shall first sign an agreement in accordance with the Memorandum of Understanding between South West Trains and the Friends.

6.   SUBSCRIPTIONS
The annual subscription shall be £3.00 p.a., or such sum or sums as may be fixed at the Annual General Meeting (AGM).  Subscriptions shall be due on the 1st January each year.  Members whose subscriptions are 3 months in arrears shall be automatically excluded from membership until payment has been made.

7.  OFFICERS AND COMMITTEE
The Officers of the Friends shall comprise Chairperson, Hon. Secretary and Hon. Treasurer; all Officers shall be elected at the AGM to hold office for one year, at the end of which they shall be eligible for immediate re-election.
The Committee shall comprise these three Officers and up to eight elected Members, one of whom shall be a representative of the Community Rail Partnership.  Additional members may be co-opted to the Committee at its discretion.  The Station Masters of both the Lymington and Brockenhurst stations shall be ex officio members of the Committee.  All Committee members shall be members of the Friends.

8.  POWERS AND DUTIES OF THE COMMITTEE
The Committee shall conduct the general management and direction of the funds and affairs of the Friends, and in particular:
a) may nominate any of its members to serve on another body;
b) may pay the whole or any part of the expenses of any member in or about the execution of his/her functions or duties on behalf of the Friends;
c) may make and from time to time vary rules not inconsistent with this Constitution; and
d) may fill, until the next AGM, casual vacancies from time to time in its membership.

9.  MEETINGS
a)  General Meetings.  The Committee shall have the power to call a Special General Meeting, and shall be bound to do so within twenty-one days of the receipt by the Hon. Secretary of a written request from any ten members, who are to state the business to be transacted and any resolution to be put.  Not less than fourteen days’ notice of a Special General Meeting shall be given by the Hon. Secretary to each member in writing, specifying the business to be transacted and any resolutions to be put.  No other business can be considered, but amendments can be made to those given in the notice convening the meeting.  A quorum shall be formed by all those members present at a Meeting, and all references to a quorum in the Constitution shall be construed accordingly.
b)  Annual General Meetings.  The AGM of the Friends (for which at least twenty –eight days’ notice shall be given by the Hon. Secretary to each member in writing) shall be held at the beginning of each calendar year.  The standing business of the AGM shall be to receive and vote upon acceptance of the Committee’s Annual Report and the Friends’ Annual Accounts; to appoint an Auditor; and to elect the Officers and a proportion of the Committee members.  The AGM is also to consider any additional proposals given in writing by a member at least twenty-one days in advance of the AGM to the Hon. Secretary, who in turn shall give at least fourteen days’ notice of these additional proposals to each member.  All those present entitled to vote shall form a quorum.
c)   Committee meetings.  These shall be held at least twice a year; the Hon. Secretary must give at least fourteen days’ notice to each member of the Committee.  All those present and entitled to vote shall form a quorum.  In the absence of the Chairperson, those present may elect a Chairperson from amongst their number.
d)   Voting.  (i) At all Special General Meetings, Annual General Meetings and Committee Meetings, resolutions shall be carried by a majority vote.
(ii)  The Chairperson may exercise a casting vote when equal votes are cast.
(iii)  No proxy voting shall be allowed.
(iv)  Nominations for the election of Officers and Committee Members shall be made to the Hon. Secretary at least fourteen days before the AGM, signed by the proposer, seconder and candidate, who should indicate their willingness to stand.  The names of those standing for election together with the names of the proposer and seconder shall be posted at the AGM by the Hon. Secretary.  Voting for contested positions shall be by ballot paper and box at the beginning of the AGM, with the names of all those elected announced after the count at the AGM.  The Chairperson shall immediately take office, while the Hon. Secretary and Hon. Treasurer shall take office after the AGM.
(v)  Notices to Members shall be deemed sufficiently served if sent by ordinary pre-paid post or email to the address of the member on the subscription form.

10.  ACCOUNTS
The Financial Year shall run from 1st January to 31st December the same year.
All funds and assets in the possession shall be held, paid out and applied as the Committee may direct according to the Objects of the Friends; pending such direction, all funds shall be held in a Bank Account in the name of the Friends, with such Bankers as the Committee shall from time to time direct.  All cheques drawn on the account shall be signed by the Hon. Treasurer and either the Chairperson or the Hon. Secretary.  All documents must be endorsed by any two of them.

11.  REVIEW OF THE ACCOUNTS
A suitably qualified person, who shall be independent of the Friends, shall be nominated to review the annual Receipts and Payments Account each year and confirm that it is in accordance with the accounting records maintained by the Hon. Treasurer.

12.  AMENDMENTS TO THE CONSTITUTION
No amendments may be made to this Constitution except by and with the authority of a proposal submitted in writing either as in clause 9(b) or not less than twenty-one days before a Special General Meeting.

13.  WINDING UP
The Committee shall on the winding up of the Friends call a General Meeting.  After discharge of all debts and liabilities, the remaining funds shall be given or transferred to some other voluntary organisation with objects similar to those of the Friends.

9th November 2009; revised 21st February 2011, 27th February 2012 and 11th February 2014

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