1. NAME: The name of the organisation shall be 'The Friends of the Far North Line' hereinafter referred to as 'FoFNL'.
2. The Far North Line is the railway from Inverness to Wick and Thurso.
3. OBJECTIVES: The objectives of FoFNL shall be:
3.1 The retention, improvement, and increased use of the line.
3.2 The development of services on the line for local users and for tourists.
3.3 The enhancement of freight services, including feeders into and from the line.
3.4 Publicising the line, its services, its attractions and its potential.
3.5 Furthering heritage-based activities on the line.
3.6 Establishing liaison with Network Rail, First ScotRail and other operating companies, central and local government, and groups and individuals interested in the line.
4. MEMBERSHIP: Membership of FoFNL shall be open to all persons, bodies, firms or companies who accept the objectives in Article 3 above, and shall commence on payment of the annual subscription referred to in Article 20 below.
5. OFFICERS: FoFNL shall elect, at the Annual General Meeting referred to in Article 8 below, the following Officers: Convener, Secretary, Treasurer, Membership Secretary, Newsletter Editor.
6. The Convener shall preside at all meetings and, in the event of an equality of votes, may exercise a casting vote. If the Convener is unavoidably absent members present shall appoint an Acting Convener for the duration of the meeting.
7. PRESIDENT AND VICE PRESIDENTS: FoFNL may appoint, at the Annual General Meeting and at their discretion, a President and up to two Vice Presidents for a period of 4 years, at the end of which they shall be eligible for re-appointment.
8. GENERAL MEETINGS: The Annual General Meeting of FoFNL shall be held during the months of May, June or July, and shall be called by 21 clear days' notice in writing given by the Secretary to all members.
9. The business to be transacted at the Annual General Meeting shall be as follows:
9.1 Election of the Officers specified in Article 5 above.
9.2 Election of an Executive Committee, the membership and functions of which are specified in Articles 14 and 15 below, to administer the on-going business of FoFNL.
9.3 Appointment of President and Vice Presidents as specified in Article 7 above, when vacancies occur.
9.4 Consideration and approval of the Annual Accounts of FoFNL and the fixing of the annual subscription rates.
9.5 Appointment of an Independent Examiner of the Accounts for the ensuing financial year.
9.6 Consideration of Reports by the Officers and the Executive Committee of the activities undertaken since the previous Annual General Meeting, and any matters arising therefrom.
9.7 Consideration of any formal Resolutions proposed by the Executive Committee, or by no fewer than 12 members of FoFNL in writing, duly lodged with the Secretary, in time to be notified to all members with the Notice of the meeting.
9.8 Any other business deemed by the Convener to merit consideration at the Annual General Meeting.
10. All Officers and members of the Executive Committee shall hold office for one year until the next Annual General Meeting, but shall be eligible for re-election.
11. The election of the Officers and members of the Executive Committee shall be by process of formal nomination and seconding and in the event of more than one nomination for any office, shall be determined by ballot vote.
12. Other General Meetings shall be called if so required by the Convener, or on written requisition to the Secretary by no fewer than 12 members, the procedure for calling such meetings being as specified in Article 8 above.
13. The Quorum required at General Meetings shall be twelve.
14. EXECUTIVE COMMITTEE: The day to day business of FoFNL shall be vested in an Executive Committee, which, subject to any policy determined or directive given by a General Meeting, shall have powers to conduct all business on its behalf.
15. As specified in Article 9 above, the Executive Committee shall be appointed at the Annual General Meeting, and shall consist of the Officers specified under Article 5 above ex-officio and two other members.
16. The Executive Committee shall have power to co-opt up to three other members of FoFNL, and, in the case of an officer vacancy or any member of the Committee resigning from office or otherwise being unable to fulfil his or her duties, may co-opt a replacement from the membership of FoFNL. All members of the Executive Committee, whether elected or co-opted, shall have equal voting rights.
17. The Executive Committee shall meet at least once per annum, and shall be called on a minimum of 14 clear days' notice in writing or electronically. In addition to those taken in a formal meeting, decisions may be taken through the medium of emails addressed to a single member who will act as the designated member. This single member shall normally be the Convener, or in his absence a committee member appointed by the Convener for the purpose. Committee members taking part in such a discussion are required to copy to all other committee members their views as the discussion progresses. Should the matter require a vote, the designated member will count the votes in favour of a proposal and the proposal will be deemed to have passed once a majority of the committee members have voted in favour. The designated member will then notify the committee members as to whether the proposal has been carried. All decisions taken by email are to be documented and referred to in the minutes of the following formal meeting.
18. The Quorum for Executive Committee meetings shall be four.
19. FINANCES: The FoFNL financial year shall be from 1 January to 31 December, starting from 1 January 2007.
20. The activities of FoFNL shall be financed by subscriptions and by such other means as the Executive Committee shall determine from time to time at their discretion.
21. Subscriptions shall be payable annually in advance, and the amount thereof, which shall be fixed at the Annual General Meeting, may differ as between individual members and non-individual or corporate members.
22. The Treasurer shall ensure that monies belonging to FoFNL shall be held in an agreed account with a recognised bank or building society which is covered by the Financial Services Compensation Scheme or its successor(s), and that payments and disbursements therefrom shall be on the signature of two of three signatories duly authorised by the Executive Committee. The Executive Committee may, in exceptional circumstances, authorise negotiation of limited overdraft facilities.
23. The Treasurer shall present to the Executive Committee for onward transmission to the Annual General Meeting, complete and independently examined and reported Annual Accounts for the last completed financial year.
24. TERMINATION OF MEMBERSHIP: Without prejudice to the generality of the powers and duties conferred under Article 14 above, the Executive Committee shall have the power to terminate the membership of any member of FoFNL if satisfied by a majority of those present and voting that such member has acted against the interests of FoFNL, provided that such termination may only take place if all members of the Executive Committee have been duly notified at the time of calling the relevant meeting that such action is to be discussed thereat, and the member concerned notified, and provided also that any submission from the member concerned shall be accorded fair consideration at the same meeting.
25. AMENDMENT OF CONSTITUTION: No amendment of this constitution shall be made other than by a two-thirds majority of those present and voting at a General Meeting of FoFNL, the Notice of which shall specify in detail the changes proposed, and the reasons for them.
26. DISSOLUTION: The dissolution of FoFNL may take place only by a decision taken at a General Meeting convened solely for that purpose, of which 28 clear days' Notice has been given in writing to all members by the Secretary. In the event of dissolution taking place, the said meeting shall determine whether any monies standing in the name of FoFNL shall, after settlement of all liabilities, be transferred to another body or bodies with similar objectives, or be returned in equal shares to the surviving members.
We Hereby Certify that the above represents a true copy of the Constitution of The Friends of the Far North Line as adopted on 3rd June 2013. (Original signed and dated by the Convener and the Secretary) Clause 17 replaced in accordance with the decision taken at the FoFNL AGM in the Town House, Inverness on 23 June 2017.