1 Name of Society

The name of the Society shall be " The Somerset & Dorset Railway Trust " hereinafter referred to as the Trust.

2 Objects

The objects of the Trust are for the public benefit:

2 (A) To form and maintain a museum for the exhibition of items of historic interest formerly belonging to old railways and in particular, but not exclusively, the Somerset and Dorset Joint Railway, including signs, signals, posters, records and books, photographs, machinery, models, rolling stock, locomotives and buildings, such museum to be open to the public.

2 (B) To educate the general public in old railways railway history and in particular, but not exclusively, the Somerset and Dorset Joint Railway and to show how these railways affected the industry of the area.

3 Management

3 (A) Four Trustees shall be appointed by a resolution of the Trust Members at a General meeting at which this Constitution is adopted to hold any property belonging to the Trust upon the trusts declared in Clause 2 of this Constitution. The Trustees need not be members of the Trust or of the Committee. Thereafter upon death or retirement of any Trustee or Trustees a new Trustee or Trustees shall be appointed by the surviving Trustees, such new Trustee or Trustees to be nominated by a resolution of the Trust at a General Meeting. The number of Trustees shall not fall below four for a period longer than that ensuing between the death or retirement giving rise to the vacancy and the next following Annual General Meeting.

3 (B) The management of the Trust shall be vested in the Trust Committee who shall be responsible for the administration of the Trust affairs and for the general policy of the Trust in accordance with the aforesaid Objects and the wishes of the Members.

3 (C) Officers of the Trust Committee shall be:

(i) a Chairman, Secretary, Treasurer and Museum Curator;

(ii) shall each hold office for three years, or until earlier resignation;

(iii) shall each retire triennially in rotation.

A vacancy in such Offices shall be filled by a resolution of an Annual General Meeting or General Meeting of the Trust. Retiring Officers may be nominated for re-election.

3 (D) Members of the Trust Committee

Up to nine Committee members shall be elected at each Annual General Meeting of the Trust. Retiring Committee Members may be nominated for re-election.

3 (E) The Trust committee may assign Management responsibilities to its Members as circumstances dictate and may additionally co-opt up to two Ordinary (or Family or Senior) Members for particular purposes. Such co-opted Members shall have no voting rights on the Committee.

3 (F) Nominees for Officers or Committee Members must be over the age of eighteen at the date of proposed Election and must be paid-up members of the Trust. Nominations in writing giving the name of the proposer and the seconder (both of whom must be adult members of the Trust) together with the written agreement of the nominee that he or she is willing to serve if elected shall be lodged with the Secretary not later than seven days before the Annual General Meeting. Should insufficient valid nominations be received the Chairman shall call for nominations from the floor of the Meeting for those Officers and Committee Members.

3 (G) Any of the Officers or any Member of the Committee shall, ipso facto , vacate his office or cease to be a Member of the Committee if he:

(a) ceases for any reason to be a Member of the Trust; or

(b) hold any place of profit under the Trust; or

(c) be formally admitted to a Hospital under any section of the Mental Health Act, 1983 or subsequent amendments thereto; or

(d) become bankrupt or compound with his creditors.

3 (H) If, in the opinion of the Committee, a Member of the Trust acts in a manner detrimental to the Trust, then the Committee shall have the right to terminate the Membership, with forfeit of Membership subscription. The Member has the right of appeal with fourteen days of receiving notice in writing from the Committee, to an arbitrator appointed by the Heritage Railway Association or its successors, whose decision shall be binding upon both parties.

3 (I) For the avoidance of doubt, it is hereby confirmed that, notwithstanding anything in the foregoing, the Officers and members of the Trust committee shall be Charity Trustees of the Trust within the meaning of Section 97 (I) of the Charities Act 1993.

4 Meetings

4 (A) The Annual General Meeting of the Trust shall be held in the month of April or May in each year and every Member shall receive notice in writing of the date, time and place of the meeting not less than six weeks in advance.

4 (B) A request to hold an Extraordinary General Meeting must be made in writing to the Secretary with the signature of at least twelve Ordinary, Family or Senior members, with the proposed Agenda. A minimum of four weeks notice in writing must be given of any intention to hold an Extraordinary General Meeting together with the full Agenda. The Secretary shall notify all Members in writing of the intention to hold an Extraordinary General Meeting at any time together with the full Agenda.

4 (C) Subject to the aforementioned conditions as to notice, the Committee shall have the power to call an Extraordinary General Meeting at any time.

4 (D) At any General Meeting of the Trust a quorum shall consist of either ten per cent of the current Ordinary, Family, Corporate and Senior members, or forty such members, whichever is the lower, and must include one third of the Committee.

4 (E) Any resolution shall be passed at a General Meeting of the Trust by a majority of the members present and voting or voting by proxy with written authority except any resolution under Clause 8 hereunder.

5 Membership

5 (A) A member whose subscription remains unpaid at 1st March in any year shall be deemed to have resigned from the Trust.

5 (B) Subject to the aforementioned condition, a person under sixteen years of age who subscribes to the Trust an annual sum of not less than the Junior rate, payable on the 1st January of each year, shall have all privileges as an Ordinary Member, except the right to vote at any General Meeting of the Trust or to hold Office on the Trust Committee, and shall be known as a Junior Member.

5 (C) Subject to the aforementioned condition, a person who subscribes to the Trust an annual sum of not less than the adult rate, payable on the 1st January each year, shall be entitled to attend and vote at any General Meeting of the Trust and shall be known as an Ordinary Member.

5 (D) Subject to the aforementioned condition, any man and wife and any nominated children under sixteen years of age who subscribe to the Trust an annual sum of not less than the Family Membership rate, payable on the 1st January each year, shall be known as a Family Member, and each person other than the children shall be entitled to attend and vote at any General Meeting of the Trust.

5 (E) Subject to the aforementioned condition, any group of persons being an organised group with a leader who subscribe to the Trust from that group's funds an annual sum of not less than the Corporate Membership rate, on the 1st January each year, shall be known as a Corporate Member, and shall be entitled to one vote at any General Meeting of the Trust, such vote to be held by a formally elected representative of the group.

5 (F) Subject to the aforementioned condition, any person attaining the age of sixty years who subscribes to the Trust an annual sum of not less than the Senior Membership rate, payable on the 1st January each year, shall have all the privileges as an Ordinary Member and shall be known as a Senior Member.

5 (G) The Trust may by a majority vote of Members present at an Annual General Meeting elect any Ordinary or Family or Senior Member of the Trust to be an Honorary Life Member.

5 (H) Any class of member who resides outside the United Kingdom shall be required to subscribe an additional sum.

6 Administration

6 (A) The Committee shall meet once every two months and additionally as required and the Chairman shall preside at such meetings. Each member, including the Chairman, shall have one vote and in the case of equality of votes the Chairman shall have a second or casing vote. The Committee shall elect a Vice Chairman from the ranks of the Committee who in the unavoidable absence of the Chairman shall take the chair, but shall not have a second or casting vote.

6 (B) At any Committee Meeting of the Trust a quorum shall consist of at least half of the Committee.

6 (C) All sums collected shall be handed to the Treasurer who shall pay the same into a Bank account in the name of the Trustees. Cheques shall be signed by two of the elected Officers.

6 (D) The Trustees shall invest in their names any monies not required for the immediate purposes of the Trust in securities in which Trust money may be invested with power form time to time to transpose such investments.

6 (E) The Trust's financial year shall end on 31st December each year.

6 (F) The Accounts shall be presented to Members at each Annual General Meeting after being examined by an independent examiner as required under the Charities Act 1993. The independent examiner is to be a Chartered or Certified Accountant.

6 (G) All monies and properties received by the Trust shall be devoted solely to the Objects as detailed in clause 2 hereof.

6 (H) No Officer, Committee Member or Member of the Trust shall receive payment indirect or direct, for their services or for other than their legitimate expenses incurred in the Trust's work.

6 (I) In the event of a dissolution or winding up of the Trust, a meeting of the remaining members shall be called to decide on the disposal of all remaining assets provided all remaining assets after payment of outstanding debts and liabilities shall not be divided amongst the Members but shall be given or transferred to some other charity or charities established with similar objects as the Objects of the Trust.

6 (J) Any property purchased by the Trust shall be vested in the Trustees and held by them in trust for the Trust.

6 (K) The Trustees shall with such consent as is by law required deal with the property so vested in them by way of sale, mortgage, charge, lease or otherwise howsoever as directed by the Trust. Such directions shall be given by a resolution of the Members at a duly convened General Meeting of the Trust and passed by a majority of the said Members and when so passed shall in favour of a subsequent purchaser, mortgagee, leasee, grantee, be binding upon the Members of the Trust. A certificate purporting to be signed by the Secretary for the time being of the Trust shall in favour of a purchaser, mortgagee, chargee, leasee, or grantee, be conclusive evidence that such direction was duly given.

7 President

The Members of the Trust may at a General Meeting or Annual General Meeting appoint by a majority vote a President who shall hold office until death or retirement. The President shall have no administrative power and shall have only one vote at any General Meeting or Annual General Meeting.

8 Alterations These rules, other than Clause 2, Clause 6 (I) and this Clause, may be altered, repealed or added to by a resolution passed by three-quarters majority of the Members of the Trust who are present at any Annual General Meeting or General Meeting in person, provided that no part of this Constitution may be added to or repealed in any way which would cause the Trust to cease to be a Charity in law.

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