CONSTITUTION – ADOPTED 15th JUNE 1985Issue C: 19-March-2004(For amendment history see final sheet)———————————————————–
1. The OLD LOCOMOTIVE COMMITTEE (OLCO) is so named to establish its continuity with a group of members of the former Liverpool Engineering Society who adopted the same title circa 1928 when they arranged the rescue and restoration of the locomotive built in 1838 by Messrs. Todd Kitson and Laird of Leeds and identified as LION.
2. The objects for which OLCO was re-founded in 1984 are:-
A. To support and promote activities associated with the locomotive LION by the following means:-
(i) To organise supporting activities for the locomotive when it is away from its usual place of preservation.
(ii)To organise supporting activities for the locomotive at its usual place of preservation.
B. To promote knowledge of the locomotive LION by the following means:-
(i) To foster and promote appropriate study and research directly.
(ii) To act as a channel of communication between those engaged in such study or research and also those engaged in building models of the locomotive LION.
(iii) To collect and preserve or cause to be collected and preserved, documents and other historical matter relating to the locomotive LION, or references to such items.
(iv) To publish or cause to be published whatever material (including a newsletter for members) appears to the members of OLCO and its Executive Officers to relate to LION, the activities of OLCO and associated matters.
C. To promote or carry out whatever other activities studies or the like or to purchase or acquire whatever items as shall seem appropriate from time to time to the members of OLCO and its Executive Officers in furtherance of these Objects.The Executive Officers shall define from time to time as required what matters and activities are deemed to be associated with the locomotive LION and what falls outside the remit of OLCO.
3. The expenses of OLCO shall be met from subscriptions and such other funds as OLCO shall by donation or otherwise acquire. Such funds shall be applied solely towards the objects of OLCO as defined in Rule 2.
4. All paid-up members of OLCO at the time this Constitution is adopted shall be confirmed as members but thereafter all admissions to membership shall be made by means of a completed application form which shall be submitted to the Treasurer with whatever subscription fee is in force at the time of that submission.
Individual Executive Officers shall have the power to suspend temporarily the membership of any member, provided such notice is clearly given in the presence of at least two witnesses who shall be paid-up members of OLCO. Such suspension shall have immediate effect and shall continue for 14 days. Unless a properly constituted meeting of Executive Officers is held within 14 days and confirms the continued suspension of the member concerned, the temporary suspension shall lapse and the member concerned shall resume the full privileges and duties of membership. While suspended the member may not participate in any OLCO activities under Rule 2A.
5. All paid-up members at the time this Constitution is adopted by their act of adopting this Constitution, and all members hereafter to be elected by accepting membership of OLCO, explicitly undertake that when participating in any of the activities described in Rule 2A above they will conscientiously obey the instructions of the Executive Officers or persons specifically delegated by them as regards all matters concerned with or arising out of such activities.These undertakings shall also be deemed to have been accepted individually by all members of any society, association or other body which accepts corporate membership of OLCO.
6. There shall be the following categories of membership of OLCO
Individual Members
Affiliated Institutions
Honorary Members
Membership shall be for one year or five year periods.
The OLCO year shall commence on 1st April and terminate on 31st March.
Subscriptions shall fall due on 1st April commencing a given membership period.
Applications accepted at any time during the six month period immediately following the start of a given OLCO year shall be deemed to have started at the beginning of that OLCO year.
Applications accepted at any time during the six month period immediately preceding the end of a given OLCO year shall be deemed to have started at the beginning of the following OLCO year.
Membership shall be deemed to have lapsed on 31st March following a full year of non payment of the due subscription fee and following the issue of at least one reminder notice to the defaulter at that defaulter’s last known address.
All membership is subject to Rule 4. The qualifications for the above categories are as follows:-
INDIVIDUAL MEMBERS shall be over the age of 18 years and each individual member shall pay a full subscription as per Rule 8. Individual membership may cover all persons at the same postal address in which case only one vote per postal address shall be permitted.
AFFILIATED INSTITUTIONS may become members on the condition that individual members of such bodies must be aged 18 or over to be permitted to participate in activities as per Rule 2A and if participating in such activities must abide by Rule 5. There shall be no such restrictions on participation in OLCO activities other than under Rule 2A.
HONORARY MEMBERS may be elected by the Executive Officers in their absolute discretion on such terms as they shall decide in each case.
7. Apart from participation in the activities of OLCO, members for the duration of their membership shall be entitled to the following:
INDIVIDUAL MEMBERS shall receive one copy of all the regular publications of OLCO and shall be entitled to attend and vote at all General Meetings. Only one copy shall be sent to a given postal address.
EACH AFFILIATED INSTITUTION shall receive one copy of all the regular publications of OLCO and may appoint one delegate to attend and vote at all General Meetings. The name of the delegate shall be notified in writing to the Secretary of OLCO prior to any General Meeting.
HONORARY MEMBERS – see Rule 6.
8. The subscription rate for the forthcoming one year and five year membership periods shall be determined by the Members at the Annual General Meeting on the recommendation of the Executive Officers.
9. Moneys and all other property acquired for the purposes of OLCO shall be vested in the Executive Officers as Trustees for the members.
10. The accounts of OLCO shall be prepared on an annual basis and shall be presented for approval to the Annual General Meeting. They shall be supported by the relevant Bank Statement(s) which shall be made available for inspection at the AGM.
11. The Executive Officers of OLCO shall manage its affairs. There shall be not less than 4 and not more than 12 Executive Officers who shall be elected at the Annual General Meeting for the period until the next AGM. Only members entitled to a vote at a General Meeting shall be eligible to serve as Executive Officers.
Minutes of any meeting shall be recorded in writing and shall be signed by the Chairman of such meeting at the next succeeding meeting. The signed Minutes shall be lodged with the OLCO Secretary.
Nominations for election as Executive Officers may be self-nominations but all nominations must be seconded at the Annual General Meeting by a fully paid-up member entitled to vote at the meeting, prior to the election. Such nominations may be made at any time prior to the election.
The Executive Officers may co-opt any paid-up member who would be entitled to a vote at a General Meeting as an Executive Officer to fill a casual vacancy, but such co-opted Officers shall serve in this capacity only until the next Annual General Meeting when they shall be eligible for re-election in the usual way.
At a meeting of Executive Officers, three shall be a quorum, one of which should be the Chairman as elected at the last AGM. If such Chairman is not present, then one shall be elected by those present, to serve only for the duration of such meeting. In the event of a tied vote, the Chairman of that meeting shall have an extra casting vote. No proxy or postal voting shall be permitted.
When the members elect the Executive Officers at the Annual General Meeting, two of these Officers shall be elected specifically as Chairman and Secretary. Apart from the Officers elected to these two posts by the members, the Executive Officers shall have power to appoint any of their number to other specific posts; to create sub-committees; to appoint individual members for specific tasks; and to conduct their affairs and meetings other than as set out in this Rule, in any way as appears to them will best serve the interests of OLCO.
12. Annual General Meetings of OLCO shall be held once in each calendar year at a time and place to be advised to the entire membership not less than 14 days in advance. At this meeting the Executive Officers shall present a report and accounts as per Rule 10 for adoption by the membership. Elections shall be held for Executive Officers as per Rule ll.
Extraordinary General Meetings of OLCO shall be held at the discretion of the Executive Officers or at the written request of not less than 20% of those members who are entitled to vote at an Annual General Meeting. The time, place and proposed business of such meeting shall be advised to the entire membership not less than 14 days in advance.
Decisions and elections at Annual General Meetings and Extraordinary General Meetings shall be by a simple majority vote of those members present and entitled to vote. No proxy or postal voting shall be allowed. In the event of a tied vote, the Chairman of the Meeting shall have an extra Casting Vote.
A quorum for an Annual General Meeting or Extraordinary General Meeting shall be one fifth of all the members entitled to vote at an Annual General Meeting.
The Chairman of OLCO for the time being as elected by the members shall normally preside over Annual General and Extraordinary General Meetings. If a new Chairman is elected during the course of the meeting he shall take the chair immediately after his election. If the elected Chairman of OLCO cannot be present to take the chair at an Annual General or Extraordinary General Meeting after it has convened with due notice having been given, the members present shall elect a Chairman (for that meeting only) from amongst the Executive Officers present. If no Executive Officer is present, they shall elect one of their number.
13. Any Amendments to this Constitution shall only be made by an Annual General Meeting or Extraordinary General Meeting. No proxy or postal voting shall be permitted. Comments on any proposed amendment may however be submitted, by letter only, to the Secretary for consideration at the Meeting.
Any such proposed amendment shall be submitted in writing by its proposer and seconder to the Secretary not less than 21 days before the date of the proposed meeting. The Secretary shall circulate the text of the proposed amendment along with the notice convening the meeting to all members as per Rule 12.
14. Any proposal to wind up OLCO shall be subject to the same arrangements as set out in Rule 13 for amendments to this Constitution. In the event that OLCO is wound up the Executive Officers shall after discharging all debts and liabilities dispose of any remaining funds, assets or other items in any way they think best, but always bearing in mind the purposes for which OLCO was re-founded in 1984.
15. All matters not covered by these Rules as now set out or as amended hereafter shall be determined as necessary by the Executive Officers.
Amendment History:
AMENDED 5th MAY 1990 to issue B
AMENDED 22nd MAY 2004 to issue C