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Incorporation of the Society


At its meeting in October 2015, the committee agreed unanimously that the Narrow Gauge Railway Society should incorporate as a company limited by guarantee, providing the members agreed by voting at an Extraordinary General Meeting (EGM).

The reasons for the proposed change were:

         A company limited by guarantee is a common structure adopted by membership clubs like ours.

         An unincorporated society is not a separate legal ‘person’ and so does not own assets in its own name and

             liabilities are the personal responsibility of whoever places the order.

         Hence, incorporation helps to protect the assets of the Society.

         Also, it helps to protect committee members from personal liability when acting on behalf of the Society.

         Incorporation protects the name of the Society.


The first step towards incorporation was to form a company limited by guarantee and company number 9925208 was registered in England and Wales, in the name of ‘Narrow Gauge Railway Society’.


The company does not have to include ‘Limited’ in its name, since its constitution contains certain restrictions on member voting, the distribution of any profits and how any remaining assets should be dealt with if ever it ceases to exist. As a limited company, the Society is governed by the requirements of the Companies Act 2006.


 Its constitution is set out in its Articles of Association. They set out the purpose of the Society, how directors can be appointed and how they should act, the basic rules of membership and the conduct of members’ meetings and an outline of the financial and administrative arrangements. It is the responsibility of the directors to ensure the Society operates in accordance with the Articles.

The Articles run to some 16 pages and our members asked for a Brief Summary of the key points - please remember that a summary is no substitute for the full text.


Members were invited to vote on the proposal to transfer all the assets of the Society to the new company and this letter was sent to all members in January 2016 with Narrow Gauge News and The Narrow Gauge. The letter was a formal notice of the Extraordinary General Meeting (EGM) held on 13 February 2016. Members attended the EGM and voted in person, some voted by post, some by email and some used the voting slip at the end of the letter.


A majority of members voted in favour of the proposal, the assets of the Society were transferred to the Company on 1 April 2016, the Company became responsible for remaining unpaid liabilities of the Society. All Society members who paid the subscription due from 1 April 2016  automatically became members of the new Company.



Company Directors


The current directors of the Narrow Gauge Railway Society are:


Alan Burgess: Chairman, editor of The Narrow Gauge and overseas editor of Narrow Gauge News

Steve Barber: Secretary

Phil Thompson: Treasurer, Sales officer and Publications officer

Jim Hay: Librarian

Robert Watson: eBay sales (and former treasurer)


The company’s registered office is at 246 Hillbury Road, Warlingham, Surrey CR6 9TP.


Directors and the other committee members listed here are responsible for overseeing the activities of the Society.



A Companies House list of NGRS directors and their duties can be found HERE,

      a document about people with significant control (PSO) is HERE

          and directors duties from the Department for Business Innovation & Skills is HERE


Links to Company documents will be placed on the Downloads page as they are written. 





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        However we take no responsibility for loss due to inaccuracies on these pages.


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