PSPS BYE LAWS

The Bye Laws are made by the Council of Management under the provisions of Article 64.

Sections of the Bye Laws

· A Branches

· B Executive Sub-Committee

· C Restoration and Preservation Fund

· D [Not used]

· E Disciplinary Code

o General Code of Conduct

o Social Networking and Internet Policy

· F Election of Council of Management

· G Complaints Process

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Bye Laws of the Society

SECTION A - BRANCHES

Approved 4 August 1990 [A17 added 24 April 2004]

A1 Branches of the Society may be formed in specified areas, with the approval of the Council of Management, to further the objects of the Society and organise local activities.

A2 Affiliation to any Branch will be open to every member of the Society at no additional charge, but members may affiliate to only one Branch during any one financial year.

A3 The Objects of Branches shall be those of the Society as declared in the Society's Memorandum of Association, however, the Powers of Branches shall be restricted to those contained in Clauses 3(C), 3(D), 3(H), 3(I), 3(J) and 3(O), and those otherwise specifically delegated by the Council of Management. Notwithstanding the foregoing, Branches may acquire items of equipment, photographic material, publications, stationery and other sundry items required in connection with their activities.

A4 Statements of General Policy or proposed affiliation of the Society shall not be made without reference to the National Council.

A5 The Management of Branches shall be the responsibility of elected Branch Committees which shall exercise the Powers.

A6 Assets and liabilities of Branches shall form part of the assets and liabilities of the Society.

A7 Each Branch shall adopt Rules, to be approved by the Council of Management, to govern its General Meetings, the election of its Branch Committee and its general administration.

A8 Each Branch Committee shall consist of a Chairman, Secretary, Treasurer and a minimum of four other affiliated members.

A9 Each Branch Secretary shall keep or cause to be kept proper Minutes of all General and Committee Meetings and these shall be made available for inspection by the National Secretary if required.

A10 Each Branch Secretary shall provide a Report to each meeting of the Management Sub-Committee and Council of Management concerning the activities of the Branch and its financial position.

A11 An Annual Grant shall be made to each Branch on 31 October amounting to 20% of the subscriptions paid by affiliated members calculated from the membership records as at 1 January of the same year.

A12 Branch Committees shall have the power to open and operate bank accounts in the name of the Society provided that all withdrawals exceeding £200 are sanctioned by at least two persons duly authorised by the Branch Committee. Branches shall not have the power to borrow funds.

A13 Each Branch Treasurer shall maintain proper books of account and these shall be made available for inspection by the National Treasurer if required.

A14 Each Branch Treasurer shall make an annual balance at 31 December and prepare an Income and Expenditure Account for approval by affiliated members at the Branch Annual General Meeting. This Account and all other information required by the National Treasurer shall be submitted to him by 28 February next, and each Branch Treasurer shall co-operate fully with the National Treasurer and the Auditor of the Society appointed in accordance with the Companies Acts, providing every book, voucher, document or explanation required by him.

A15 The Council of Management shall have the right to require the remittance of Branch funds to the Society's central accounts should the need arise.

A16 Branch Secretaries shall be given at least six weeks' notice of any proposed alterations to Section A of these Bye laws.

A17 Branches may make direct grants to Waverley Steam Navigation Co Ltd, Paddle Steamer Kingswear Castle Trust Ltd, Loch Lomond Steam Ship Co or to any other relevant preservation body, subject to:

(a) the maximum sum that may be granted by each Branch in any calendar year being £2,000; and

(b) any individual grant of £1,000 or more being cleared in advance by the Council of Management or Executive Sub-Committee.

SECTION B - EXECUTIVE COMMITTEE

Approved 16 June 2018

B1 There shall be an Executive Committee of the Council of Management consisting of the Chairman, Vice-Chairman, National Secretary, Company Secretary and Treasurer of the Society.

B2 The Committee may meet at any time and the quorum shall be three.

B3 The Committee shall have power to consider all aspects of the Society's business and to make recommendations to the Council of Management.

B4 The Committee may confer by email and in that case, decisions may be taken by at least three members in agreement

B5 In cases of urgency, the Committee may act on behalf of the Council of Management, provided that at least three members are in agreement with such action and such action is advised to members of the Council of Management immediately and is reported to its next meeting, and recorded in the Minutes thereof.

SECTION C - RESTORATION AND PRESERVATION FUND

Approved 11 May 1991

C1 The Restoration and Preservation Fund of the Society shall be created for the benefit of P.S. "Waverley" and P.S. "Kingswear Castle" and shall be used to make payments for the following purposes in connection with the said ships:

a) to facilitate their continued preservation;

b) to improve their condition;

c) to assist with the provision of improved maritime safety measures.

C2 The Fund shall not be used to make payments with the sole objects of:

a) improving the trading performance of an ancillary activity on board the said ships; or

b) sustaining in business the owner or operator of a paddle steamer.

C3 The Council of Management of the Society shall approve all payments from the Fund having regard to the criterion that the object of the payment shall not be prejudicial to the historical appearance or character of the vessel concerned.

C4 The Fund shall be sub-divided as follows:

a) by resolution of the Council of Management of the Society, and in accordance with the conditions expressed in Bye laws C1, C2 and C3 above, monies shall be raised for and allocated to specific projects for the benefit of P.S. "Waverley" and P.S. "Kingswear Castle". Payments to finance such projects in whole or in part may be made from the Fund to the ship-owning Companies by resolution of the Council of Management;

b) Refit Reserve. At the discretion of the Council of Management, monies donated to the Restoration and Preservation Fund may be allocated to a Refit Reserve. Payments may be made from the Refit Reserve by resolution of the Council of Management and after consultation of the Council of Management and after consultation with the owners of both ships for the sole purpose of re-fitting or repairing P.S. "Waverley" or P.S. "Kingswear Castle" when to do so is beyond the financial means of the relevant ship-owning Company.

C5 By resolution of the Council of Management, and in consultation with the ship-owning Companies, the use of the Fund may be extended to facilitate the continued existence of the other British paddle steamers provided that priority in use of the Fund be given to the current or projected needs of P.S. "Waverley" and P.S. "Kingswear Castle", and provided also that the Society's investment be reflected in a comparable share holding or legal "share" up to the value of the sum invested. Any loan made from the Fund for the benefit of other paddle steamers shall be protected by a legal charge over the assets of the borrower.

C6 The National Treasurer shall be responsible for:

a) the custody of the Fund;

b) the maintenance of proper records of all transactions relating to the Fund, in particular the sub-division referred to in Bye law C4; and

c) the investment of the Fund in accordance with the directions of the Council of Management and relevant Charity law.

SECTION D - MANAGEMENT SUB-COMMITTEE

Approved 4 August 1990 - Revoked 25 February 1996

SECTION E - DISCIPLINARY CODE

Approved 26 May 2012

E1.The behaviour of all members of the Society may have an effect on the Society’s reputation. In particular cases, a member’s behaviour may be such as to require some sanction on the Society’s behalf. The Council of Management has adopted Codes of Conduct and these will be used to determine whether a particular episode is or has been prejudicial to the Society’s reputation.

E2.This Section of Bye Laws applies to all members of the Society.

E3.The Codes of Conduct referred to in E1 are:

a. The General Code of Conduct set out at Schedule 1 to Section E; and

b. The Social Networking and Internet Policy set out at Schedule 2 to Section E.

E4.Any officer or member of the Society may report an instance of behaviour which may have contravened the Codes of Conduct to the Chairman or Secretary. In order for the episode to be investigated, the complainant must provide in writing (by correspondence or email) a report and any evidence to substantiate the complaint. The Chairman or Secretary may commence an investigation on their own initiative, i.e. without a complaint having been received.

E5.The Chairman or Secretary shall appoint an independent member of the Society (who need not be a member of the Council of Management) to investigate the substance of the complaint and determine whether there is a case to answer. The outcome of all investigations shall be reported to the Chairman and Secretary and the complainant.

E6.The Chairman, Secretary or complainant may request within fourteen days of notification that the determination be reviewed by a second independent member of the Society (who need not be a member of the Council of Management).

E7.If the investigation determines there is a case to answer then the Chairman or Secretary:

a. shall appoint a panel of three independent members of Council (“the Panel”) (nominating one to be the Convener) to adjudicate over the complaint and recommend what sanction, if any, should be applied, supplying them with full details of the complaint and all the evidence available; and

b. inform the member who is the subject of the complaint (“the subject”) that the adjudication is to take place and supply him/her with full details of the complaint and all the evidence available.

E8.The Convener shall arrange a date, time and place for the Panel to meet within thirty days to make its determinations. The subject shall be afforded the opportunity to address the Panel or submit a written statement and evidence. The absence of a response from the subject shall not prevent the Panel from making a determination. The Panel shall be entitled to take the subject’s previous disciplinary record into account.

E9.The Panel has the power to seek further information from the complainant, the subject or elsewhere.

E10. The Panel shall recommend courses of action to the Council of Management which may include:

a. No further action be taken;

b. A written warning to the subject with advice and guidance regarding their future conduct;

c. Removal from any office of the Society held by the subject (other than as a member of the Council of Management); and

d. Termination of the subject’s membership of the Society following the provisions of Article 14(b).

E11. No details of the complaint shall be reported to the Council of Management unless termination of membership is recommended in order that a Second Panel may be appointed without previous knowledge of the complaint.

E12. The convener shall notify the Chairman or Secretary and the subject of the recommendation within seven days of the Panel’s determination.

E13. Unless the recommendation is for termination of membership (when a separate process applies), within twenty-one days of the Panel’s determination, the subject may lodge an appeal with the Chairman or Secretary. Any appeal shall be dealt with by a separate independent panel of three members of the Council of Management (“the Second Panel”) using the same procedures as the Panel. The subject may submit an additional statement or additional evidence to the Second Panel. The Second Panel may confirm, vary or quash the recommendations of the Panel. There is no further appeal.

E14. The recommendations shall be submitted to and considered by the Council of Management at its first meeting after the expiration of the twenty-one day appeal period or immediately after the determination by the Second Panel.

E15. At any meeting held in connection with this Section of the By-Laws it is not necessary for all parties to be in the same place provided they can each communicate in real time to the others any information or opinions they have on any particular item of the business of the meeting. In determining whether a person is participating in a meeting, it is irrelevant where that person is or how the participants communicate with each other. If all the participants in a meeting are not in the same place, they may decide that the meeting is to be treated as taking place wherever any of them is. This permits the use of conference calls, Internet chat rooms or similar systems but not email or postal correspondence.

Schedule 2 to Section E

Paddle Steamer Preservation Society

Social Networking and Internet Policy

i. The widespread availability and use of social networking applications brings opportunities to engage and communicate with our friends, colleagues and the wider audiences through the Internet. It is important that we are able to use these technologies and services effectively and flexibly. However, it is also important to ensure that we balance this with our duties to our service users and partners, our legal responsibilities and our reputation. For example, our use of social networking applications has implications for our duty to protect:

a. officers and members of the Society;

b. directors, employees and volunteers of relevant companies;

c. captains, officers and crews of relevant vessels; and

d. our own individual reputation.

ii. The Society recognises that members and may engage in "social networking". "Social networking," for the purposes of this policy, includes all types of postings on the Internet, including, but not limited to, social networking sites, (such as Facebook, MySpace or Linkedin); blogs and other on-line journals and diaries; bulletin boards and chat rooms; microblogging, such as Twitter, the posting of video on YouTube and similar media and sending an e-mail to more than five addressees or to undisclosed recipients. The Policy applies to personal social networking sites which have a restricted membership exceeding five people.

iii. It is clear that in areas such as libel, or the invasion of privacy, publication through electronic media carries the same penalties as through the conventional written word. Individuals may be risking civil and/or criminal legal action.

iv. In this Policy “relevant company” means Waverley Steam Navigation Co Ltd, Waverley Excursions Ltd, Waverley Excursions (Guernsey) Ltd, Timecrest Ltd, Paddle Steamer Kingswear Castle Trust Ltd, Paddle Steamer Kingswear Castle Trust (Trading) Ltd, Loch Lomond Steamship Company, New Medway Steam Packet Co Ltd or any subsidiary thereof and “relevant vessel” means Waverley, Kingswear Castle, Balmoral, Maid of the Loch, Medway Queen or any other vessel owned or operated by a relevant company.

v. Members and who engage in any form of social networking should be mindful that their postings could have an adverse effect on the Society's or relevant companies’ legitimate interests or the individual mentioned by name or innuendo. To reduce the likelihood of personal social networking or comments having an adverse effect on the Society, the following rules apply:

1. Do not use social networking sites through PCs in public places or mobile telephones when in an environment where the public could look over your shoulder.

2. Do not defame or otherwise discredit the Society and/or the products or services of relevant companies and/or the management or navigation of relevant vessels. Do not mention customers, business partners, or suppliers without prior approval.

3. Before any criticisms, grievances, complaints or problems about the conduct of the Society, the relevant companies or the relevant vessels are made on the Internet, they must be raised in writing with the appropriate officer and reasonable time allowed for a reply (2 weeks if writing to a full time employee, 6 weeks if writing to a volunteer.) If there is no reply, or if the reply is considered unsatisfactory, the matter may be referred to on the Internet if the member considers the matter is important enough to warrant this. Such reference must include the full text of the complaint and the full text of the reply. A complete copy of any reference to the matter must be sent to the official concerned no later than the time it is made available to the public.

4. Criticisms which may be interpreted as a personal attack on specific members or officers of the Society, a relevant company or the captain, officers or crew of a relevant vessel in any public arena or on the Internet may be dealt with as a breach of the General Code of Conduct. The test you should apply before making comments about an individual is “Would I say this to his/her face?”

5. Do not allow others to use your web site to criticise openly, or by alluding to, Members or Officers of the Society and/or Directors or Employees of relevant companies and/or crews of relevant ships. Individuals are responsible for what is written on their site that can bring disrepute to that person, the organisation or cause distress to the individual concerned.

6. If someone from the media or press contacts you about your social networking activities that relate to the Society, and/or relevant companies and/or relevant vessels, refer immediately to the Society’s Chairman or Secretary before responding.

7. Failure to comply with this Policy may be dealt with in accordance with Society’s General Code of Conduct. Any consequential disciplinary action could lead to a termination of membership.

SECTION F - ELECTION OF COUNCIL OF MANAGEMENT

Approved 24 February 1996

F1 These bye-laws are made in accordance with Article 37. The Articles of Association shall take precedence should any conflict with these bye-laws arise.

F2 The Secretary shall:

i) give notice of the date of the Annual General Meeting and of the timetable for the election of members of the Council of Management in accordance with Article 55 in the Spring issue of "Paddle Wheels";

ii) receive nominations and if necessary implement the procedure for a postal ballot;

iii) arrange for the printing and distribution of ballot papers, which shall be in a similar form to that set out in the Schedule hereto using a different coloured paper each year, in the Autumn issue of "Paddle Wheels";

iv) in consultation with the Chairman, shall appoint an independent person to be Scrutineer. The Scrutineer need not be a member of the Society but must not be a candidate, a proposer of a candidate, nor a relative thereof.

F3 The Scrutineer shall:

i) be responsible for the receipt by post of ballot papers from members;

ii) hold the ballot papers envelopes unopened until the time of the count;

iii) hold the count between the close of the poll (7 days before the AGM) and the start of the AGM in the presence of at least one other independent person;

iv) at all times to maintain the integrity of the ballot and to keep a sharp look out for any irregularities which, if detected must be reported in writing to the Chairman of the Society without delay;

v) provide a written and signed report of the number of ballot papers envelopes received, the number of ballot papers returned, the number of votes cast for each candidate and the number of ballot papers spoilt to the Chairman of the AGM;

vi) retain the ballot papers for seven days after the AGM and then destroy them unless otherwise directed by the AGM or the Chairman of the Society.

F4 Candidates may submit details of their Society and other relevant activities together with a personal statement regarding their views on Society matters. The statement shall not name, directly or by implication, another candidate nor any Society officer or Council member. The maximum overall length of the details and statement shall be 100 words. These details may be printed on the reverse of the ballot papers.

F5 No ballot paper shall be valid unless it has been signed by the member using it.

Schedule to Bye-law Section F (Revised 1999)

PADDLE STEAMER PRESERVATION SOCIETY

Election of Council Members 1947

	VOTES OF FIRST MEMBER	VOTES OF SECOND MEMBER
HANDY Para Retiring Council Member; Hon Secretary
MOUSE Michael Nominated by Walt Disney
ROCKERFELLER Nelson Retiring Council Member; Hon Treasurer

DIRECTIONS FOR VOTING:

1. EACH MEMBER MAY VOTE FOR UP TO xxx CANDIDATES.

2. EACH MEMBER MAY ONLY VOTE ONCE FOR EACH CANDIDATE.

3. ONLY USE THE SECOND COLUMN IF TWO MEMBERS RECEIVE ONE PAPER.

4. Please return your paper to PSPS Ballot, ... by .... Do not enclose any correspondence.

5. If there are two or more addressees are named on your envelope then each is entitled to vote. However, junior members are NOT entitled to vote.

6. Replacement or additional voting papers and any other assistance may be obtained from the Scrutineer at the above address, marking your envelope "Additional Paper".

7. The Society's Bye-laws require ballot papers to be signed in order to prevent duplicate voting.

I declare that I am a paid up adult member of the Paddle Steamer Preservation Society and am eligible to vote in this election.

First Member

Signed :...........................................................

Print Name:...................................................

Second Member

Signed :...........................................................

Print Name:...................................................