Constitution for model railway club

[Windjabbers]

Hi,

 

Wondering is someone here could help with this.

 

I’m after a constitution for model railway club – we have one that is forming locally.

 

What would really help us is if your club has a short clear constitution could I see a copy of it so we can draw up one we can use for our own needs.

 

This may seem over the top but the reason for the club been formed is that a local community have come into the position of a layout and a group of railway modellers have agreed to take on a custodian role but we need to be clear on ownership, management etc.

 

Thanks

 

Best Wishes

 

David

[johnb]

It is not over the top to get properly organised if property is in common use/ownership.

 

The Chiltern Model Railway Association have a useful website on www.cmra.org.uk. I believe that they do have a Model Constitution available but it may not be immdediately visible without a logon. However if you make contact with them they should be able to assist.

 

Good luck.

 

John

[Edge]

I've written a few constitutions for a couple of charities and the one thing I can say is that it needs to be both simple and clear. Think everything through very carefully and then get two or three other people to do the same thing.

 

Questions that the constitution would need to answer and leap to mind for me are:

 

- Will there be elected positions within the club? (e.g. chairman, treasurer)

- Will there be officers of the club (exhibition manager, fundraising manager, archivist etc.)

- What will the duties of all of the above be? How often would they need to be re-elected/appointed?

- What will membership of the club entail? (i.e. what do members get?)

- Who ultimately has ownership of the layouts? (I understand that often club layouts are owned by the organisation but that any layouts entirely financed privately are the property of their builders)

 

It's best to keep these simple and unambiguous, one or maybe two sentences to avoid anyone in the future creatively interpreting them 

[sharris]

I'd try googling Model Railway Club Constitution.

 

Many societies have them downloadable from their websites without you needing to be a member first. 

Edited June 15, 2017 by sharris

[The Johnster]

It might be worth contacting the Charities Commission as well; I believe they have leaflets available which give some very sensible general advice about how to go about things, and what the legal responsibilities and obligations are and how liabilities are limited, an important point for your chairman and treasurer in particular.  There is also information on how meetings are conducted, rules set out, and so on.

Edited June 15, 2017 by The Johnster

[locomad]

What you could do and I know clubs have done this is to just copy Constitution of a club your a member of into your new one, just change the names.

 

However beware over the last decade I have come across quite a few friends and colleagues who have ended up been responsible for the debts of clubs which have got into very quickly serious financial trouble.

 

One good friend of mine ended up paying out over £3,000 to clear debts, they were members of a comrade club foundered just after WW2, the club prospered for many years had its own club premises etc.

 

However as the members aged, died etc, various committees took out mortgages, loans, etc in an effort to keep it variable, treated the ordinary members like mushrooms, kept them in the dark over the true financial nature of the club.

 

Matters came to a head a few years ago, as always just after yearly renewal of subscriptions, then just £10 per head, those who suspected problems just didn't join, existing committee resigned etc etc, no one really did anything wrong.

 

When the big yearly bills came in VAT, tax, it folded, when they looked at the Constitution written in 1946, ordinary members were liable for the debts, course there was very few of them left.

 

Course now I am very aware of joining any club unless I read the Constitution, very recently I refused to join a club because it did not make clear who was responsible for the debts, it just said " the club is not responsible for members debts" not the other way round

[johnb]

In respect to club debts and members liabilities if can be a minefield. I understand that is why many organisations go down the limited company route as companies limited by guarantee which possibly reduces members liabilities to some extent. However the law has changed in recent years so do some checking first.

 

The issue with most clubs is that they are regarded as 'unincorporated associations' and that probably means that members are legally liable for any debts incurred.

 

So what I am saying is check first with recognised authorities, don't just hack about with someone elses constitution.

 

John

[pete_mcfarlane]

It's a good idea to set out the expectations that the club has of its members.

 

Sooner or later every club or society will attract a 'difficult' member, so it needs to be made clear from the start to everybody what behaviours are not acceptable. It only takes one or two of these people to cause serious problems, and in my experience (with AmDram, which ironically tends to attract more than it's fair share of drama) the biggest problems are the people who get upset when club isn't run entirely to suit them (needless to say without actually bothering to get involved in the work of running it themselves). So make sure that the membership form they fill in and sign includes something about this. 

 

You also need to be clear around Health and Safety expectations. There's a minority of members who'll view this as not applying to them or entirely the responsibility of the committee, and then get upset when they injure themselves. So make it clear that H&S is everyone's responsibility. This won't stop people standing on a chair and falling off, but at least you've covered your responsibilities by telling them not to do this. And when people join, make sure the form asks if they have any medical conditions that you need to make allowances for, so you don't find out about their tendency to have occasional black outs the hard way. 

 

Oh, and since you are collecting personal information, make sure there's a policy on how this is stored and used. 

 

The other thing to worry about are junior members. The cop-out solution is not to have any members under 18, but if you do then there's a load of requirements around child protection to comply with. A lot of the club and society sector is a bit lacking in this area, and the various scandals are creeping ever closer to it. 

 

A lot of this sounds quite complicated, but it isn't really. It's just a load of admin work that needs doing once (and occasionally reviewing). 

 

So what I am saying is check first with recognised authorities, don't just hack about with someone elses constitution.

 

Especially if it was written 50 years ago and hasn't been updated for 35 years since because the only copy was at the bottom of somebody's filing cabinet. Been there.....

Edited June 15, 2017 by pete_mcfarlane

[34theletterbetweenB&D]

If there is a CVS on your patch, they should be up to date with the charity commission's requirements and will advise - for free! You may get a meaningful rattle of a donation collection tin though.

 

 

Questions that the constitution would need to answer and leap to mind for me are:

 

- Will there be elected positions within the club? (e.g. chairman, treasurer)

- Will there be officers of the club (exhibition manager, fundraising manager, archivist etc.)

- What will the duties of all of the above be? How often would they need to be re-elected/appointed?

- What will membership of the club entail? (i.e. what do members get?)

- Who ultimately has ownership of the layouts? (I understand that often club layouts are owned by the organisation but that any layouts entirely financed privately are the property of their builders)

 

It's best to keep these simple and unambiguous, one or maybe two sentences to avoid anyone in the future creatively interpreting them 

 This is a good outline but missing three crucial pieces, two in front, one behind:

 First, What is(are) the sole purpose(s) for which the club is formed and which may not be altered except by legitimate vote of members

Second, The whole voting process, members qualification to vote, quorum, simple majority or other defined majority, scheme for meetings including the extraordinary type to deal with unexpected situations

Lastly, Dispute resolution scheme and provisions for closure.

 

I know this chap who had the joyful task in the previous millenium of aiding in the disentangling of a furious row in a mental health charity, before it finished up in the hands of lawyers with who knows what outcome, and no very large amount of money to speak of, whatever was decided. Joy unbounded, there was a very thorough constitution that crucially covered these three elements mentioned above in great detail. It was quickly found that all but one of the people in the battling parties were not even entitled to participate at all - they had allowed their membership to lapse, in one case for six years - and that the members in good standing were sufficient in number to call an extraordinary meeting, dismiss all the officers and wind it up tout suite with no appeal, donation of the assets (which were what was being fought over) to a national charity.

 

(This sensible party went on to form a new charity for the same purpose, 'unemcumbered': with help provided by the national charity as start up funding, by coincidence of the same value as the donated assets...)

[john new]

Having had to deal with winding up a society in another field where assets had to be disseminated the other item that ideally should be in any constitution to both aid admin and prevent future carpet-baggers is a clear statement of intention of what should happen to any assets (Physical and/or financial) if a club/society folds. 

 

If you can do so the CLG route may be the best for any new organisation as the unincorporated status of many (most?) clubs leaves then wide open to problems. It is only the basic honesty of most people that means these issues happen rarely, however it does happen and at least two clubs I know of have been badly stung in the past.

 

I leave it to a rep' of those, or any other club that has had problems, to comment but IIRC there are previous threads (on either this or the previous version of RMWeb) discussing at least one case where the £ value was considerable and court action had ensued.

Edited June 15, 2017 by john new

[RexAshton]

PM'd you

[Windjabbers]

PM'd you

Thanks Rex. Best Wishes David

[corneliuslundie]

I think most points have been made, but these are my comments from my experience with a couple of charity constitutions and clubs:

There are three main options: unincorporated society; company limited by guarantee; charity.

The first has all the problems cited already.

The second is popular but the constitution needs writing carefully, especially about member responsibilities and rights, governance and disposal of assets if the club closes.

The charity option requires the organisation to have charitable objectives. The common one (such as with the HMRS) is educational, but you have to show that you do have such an objective and ways of achieving that objective.This is not as easy as it once was as there has been criticism of the use of charitable status by organisations such as public schools.

If you can include an effective charitable objective, the Charity Commission will now require you to register as an Incorporated Charitable Organisation. This to avoid the many problems of unincorporated bodies, mostly cited above. But the model constitution is 33 pages and not very well written in places. The big advantage is that the society will have a corporate identity and can sign contracts (such as leases) rather than the individual trustees having to take that responsibility. I am not clear how far it is possible to deviate from the model constitution, except to omit parts that are not relevant, as our tame solicitor advised us to change as little as possible when the HMRS switched recently. Also,the CIO model constitution has some clauses which are very difficult, on such matters as votes on motions at AGMs. It is fine if there is simply a show of hands but if you want to have a postal vote of members it becomes a nightmare.

On balance, for many clubs I would therefore suggest the company limited by guarantee. You can write clauses into your constitution similar to those used by charities to deal with disposal of assets on closure etc.

One aspect touched on above is child protection - strictly now I believe protection of vulnerable people. You must have a policy, even if it to say that you do not have members under the age of 18. You also need to think about events such as open days and exhibitions. Our local club has a rule that no unaccompanied children can attend either meetings or exhibitions. Unless you can guarantee to have members with DBS enhanced certificates present at all events, then I feel that the above policy is unfortunately the only option. This is a great pity as some of the former junior members of a club I belonged to are now very good adult modellers. But whatever policy you decide it needs to be formally recorded and available for inspection on request.

Please note that I am not an expert. The above is based purely on my involvement as a model railway club committee member, a trustee of a charity, a manager of another charity and an observer of the HMRS change of charitable status.

Finally, if you are even thinking about the possibility of seeking charitable status the essential starting point is the Charity Commission website where there is a lot of advice.

Jonathan

[34theletterbetweenB&D]

...One aspect touched on above is child protection - strictly now I believe protection of vulnerable people...

This is a thorny one, and I have a very firm opinion born out of several experiences. Just my opinion, but a small club - essentially no more than a group of friends with a shared interest -  is well advised to stay as an unincorporated society.

 

Poicy on minors: the legal guardian joins the club and is present at all times the minor is there. (Essentially as the exhibition model, children are only admitted on the basuis that they are accompanied by parent or responsible legal guardian at all times.

 

Adults with conditions that make them vulnerable in law required to make a full declaration at application to join, and to update by declaration of any subsequently developing condition. Undeclared conditions invalidate membership immediately on detection, they never were a member. (How that stands in law tbd.)

 

(I have had the joy of endless hours of work arising from two members of an organisation wrestling each other to the ground because each believed the other to be falling over and 'went to help'. There was injury to both parties - in one case significant -  with no other members present: and then both parties attempted suit against the organisation on the basis that they had 'vulnerable adult' status: completely unknown to the organisation, and not obvious or detectable (just for a start both were drivers and had arrived in their own completely standard motor vehicles).. All this despite the fact that they were present 'on duty' for the organisation, which their claimed vulnerability made them completely unfit for, and if that vulnerability had been known in advance would have seen them barred from performing this duty by policy of the organisation.)

[corneliuslundie]

Thanks for the comments on vulnerable people. I hope you may be able to point me in the right direction.

I cannot find any reference to registration of vulnerable persons except in Canada. The definition of a vulnerable person seems to be extremely wide. And it is any use asking a potential member if they are registered, as would they necessarily know?

Also if they are registered, is there is someone who is registered as being responsible for them?

Any pointers will be much appreciated.

Jonathan

[Andy Hayter]

Dare I raise one other issue.

 

TAX

 

Limited companies will be taxed on their profits - which may be important if a club runs an exhibition.  Of course such profit can be offset against other costs such as building hire, cost of layout construction etc - but it does need careful accounting. 

[corneliuslundie]

Tax also applies to unincorporated societies I am afraid.

And regarding registration of vulnerable persons in the UK, it appears that it was abolished by Mrs May when she was Home Secretary.

Therefore it seems to be no way of knowing whether someone is a vulnerable person and it is not possible to ask membership applicants because there is no register for them to be on.

In any case, the definition of a vulnerable person in law seems to be so wide as to include anyone on a course of medication. Hands up (privately, of course, so as not to breach data protection legislation) all those reading this who take Tamsu for an enlarged prostate!

Jonathan