BYLAWS
OF THE
TRI-
(Approved
ARTICLE
I
FORMATION
SECTION 1. INCORPORATION
The
Tri-City Model Railroaders (TCMR) is an incorporated, nonprofit organization
formed in accordance with its Articles of Incorporation, as amended and filed
with the Office of the Secretary of State, State of
SECTION 2.
The
Mission of TCMR is to create and maintain a miniature depiction of railroad
equipment and operations for the education and enjoyment of its membership and
the public and for the preservation of historical and current railroad
contributions to the development of the
ARTICLE
II
MEMBERSHIP
SECTION 1. 100% NATIONAL MODEL RAILROAD ASSOCIATION
Membership in TCMR requires membership in the National Model Railroad
Association (NMRA). In order to maintain a 100 Percent NMRA status in
accordance with NMRA procedures, the TCMR will collect and make payment to the
NMRA for each member's annual dues in
accordance with the members NMRA category and TCMR Dues Policy.
SECTION 2. CLASSES OF MEMBERS
All classes of TCMR membership require NMRA
membership. TCMR shall have four (4) classes of members as follows:
A. Regular Member
- Any person 18 years of age or older, interested in model railroading and
interested in taking part in the modeling and social activities of the club. Requires a minimum of NMRA Basic Membership. The regular
member is entitled to:
1. Voting rights on all matters pertaining to club
business except that business conducted by the Board of Directors (if the
regular member is not a member of the Board of Directors).
2. Hold office, and as an officer, conduct the business
of the TCMR commensurate with the Office held.
3. Participate in modeling, operation, and construction
of the club layout and other club activities.
The regular member shall be responsible for
damage to club and personal equipment when the damage is done during
non-operating periods by the regular member, his/her family member, or
personally invited guest. (Club equipment damaged during operating sessions
shall be repaired by the committee members assigned to repair. Responsibility
for and cost of repairing personal equipment damaged during operating sessions
belongs to the person owning the equipment.)
All members must complete a one year
probationary period. During the probationary period, a probationary member may
be dismissed following approval by a 70% quorum at a regular business meeting.
B.
Family Members - The spouse and/or a
dependent less than 18 years of age of a Regular Member may become a family
member(s) of the TCMR. Requires NMRA membership.
Family Members do not have voting privileges, nor may they hold office.
C. Student Member
- Any person, at least fourteen and not yet nineteen years of age or a student
between the ages of 19 and 25 years possessing valid student identification and
interested in model railroading. Student Members under the age of eighteen
years must have a signed statement with his/her parent's (or legal guardian's)
signature attesting to the parent's or guardian's acceptance and liability for
the Student Member's actions. Student members must be members of the NMRA.
Student Members have the same voting privileges as regular members.
D. Associate Member
- Closed Membership; available only those members who chose this category prior
to May 2007. An Associate Member may attend regular and business meetings and
social activities for enjoyment and fellowship. The Associate membership is for
current members that chose the class prior to May, 2007 and do not wish to
participate in model building or operations of a TCMR sponsored layout on a
regular basis. Associate Members must have as a minimum NMRA Basic membership.
Associate members shall be entitled to vote only for elections of TCMR
officers. Applications for a new Associate membership or to change an existing
membership to an Associate Member are no longer accepted.
SECTION 3. REQUIREMENTS FOR ACCEPTANCE INTO
MEMBERSHIP
Applicants for
Regular and Student membership and existing members who upgrade from Associate membership to
Regular membership must attend at least
one business meeting of the TCMR prior to applying for membership.
Applicants for
Regular and Student membership shall apply in person at a business meeting, and
if accepted, must pay the initiation fee and first month's dues at the time of
acceptance. If not an NMRA member, they must also pay the first years NMRA
dues. Exception to the initiation fee is a prior member who moved away from the
area may be reinstated by meeting the requirements of the applicable membership class.
A seventy
percent (70%) majority of a quorum at the meeting shall be required for a
prospective member to attain membership.
SECTION 4. MEMBERS IN
GOOD STANDING
Only members in good
standing and entitled to vote as described above may exercise their vote.
Members in good standing are considered to be member's three months or less
behind in their dues.
SECTION 5. DISMISSAL OF MEMBERS
Members who are
three months delinquent in TCMR dues will be notified by mail of such
delinquency and will have two weeks or until the next business meeting
(whichever is longer) to show cause or pay all back dues or delinquent members
will be dropped from the roster. Acceptance of reasonable cause must be
approved by a vote of the membership. To be reinstated, any member dropped due
to delinquency must pay a full initiation fee and be approved by a seventy
percent (70%) quorum at a business meeting.
Members who
cause excessive damage to club or personal equipment or misappropriate club
funds or property shall be dismissed from the TCMR. Any member who is dismissed
will not receive a refund of their TCMR dues.
Officers missing
more than three regularly scheduled business meetings during their yearly term
may be removed from office and an election held to fill the vacancy.
Any member will
be automatically and immediately dismissed from TCMR if either the next annual
renewal payment for NMRA membership is not paid to the Treasurer by the
deadline date specified by the Treasurer or terminates his current membership
with NMRA at any time. Reinstatement will be permitted in accordance with this
Section.
ARTICLE
DUES
SECTION 1. GENERAL
The dues and initiation fee
structure is established in the TCMR Dues Policy. The dues structure is published
in the monthly newsletter, The Ashpit, and on the
application form for prospective members. Proposed dues and initiation fee
changes will be published in the meeting minutes prior to the next business
meeting. Dues and Initiation fee changes require a 75 percent favorable vote in accordance with Article
VIII.
SECTION 2. EXEMPTION FOR DUES CHANGES
The membership may approve by a
75 percent favorable vote exempting one or more components of the dues
structure from a future vote on changes provided the membership has approved
guidelines for automatic changes in amount of the said component(s). TCMR Dues
Policy shall specify those said components of the dues structure that would
automatically change. The Treasurer shall notify the membership a minimum of thirty
(30) days in advance of said automatic changes in any applicable component of
the dues.
SECTION 3. NMRA DUES PAYMENTS
The Treasurer shall notify each
member of the deadline and amount of his/her required NMRA dues to maintain an
uninterrupted membership in NMRA and said members shall make the required
payment to the Treasurer. The annual amounts to be paid for this purpose may
change due to the actions of NMRA and are not subject to a vote of the
membership of TCMR.
ARTICLE IV
MEETINGS
SECTION 1. ANNUAL MEETING
The business meeting in
April will be the Annual Meeting of the membership. If an optional meeting is
desired, written notice shall be sent to each member of the TCMR at least two
weeks prior to such meeting and at least two weeks prior to the regular annual
meeting schedule. Election of officers, board members, and normal business of
the club shall be conducted at the Annual Meeting.
SECTION 2. REGULAR MEETINGS
Regular meetings are routine gatherings of the membership to
carry out its mission including, but not limited to, such activities as
planning and building layouts, maintaining equipment and conducting operations
and training sessions. Regular meetings will be published in The Ashpit.
SECTION 3. BOARD OF DIRECTORS MEETINGS
The Board of Directors'
meetings shall be held as required at the request of a board member. All
members are welcome to attend.
SECTION 4. BUSINESS MEETINGS
Business meetings shall
be held monthly to conduct the business of the club. Any change in a future
business meeting date shall be changed by majority vote of a quorum at a
business meeting. Meeting location, time and date will be published monthly in
The Ashpit. Meeting minutes and related club
activities will be published monthly in The Ashpit.
SECTION 5. QUORUM
At any business meeting of the membership, a minimum of five (5) regular members including one (1) officer in good standing, present and voting-eligible shall constitute a quorum. Each eligible member shall be entitled to one vote in accordance with the voting privileges stated in Article II and the applicable provisions of Article VIII. A simple majority of the quorum is necessary to conduct business except as noted elsewhere in these bylaws and particularly in Article VIII.
ARTICLE V
OFFICERS
SECTION 1. TITLES
The officers of the
TCMR shall be President, Vice-President, Secretary, and Treasurer.
SECTION 2. DUTIES
The duties of the
officers of TCMR shall be as follows:
SECTION 3. TERMS OF
OFFICE
All terms of the
officers will run for one year from May 1 through April 30. Officers are
elected at the Annual Meeting in accordance with the provisions of Article VIII.
SECTION 4. VACANCIES
Vacancies for officers
shall be filled by a special election at the next regular business meeting and in accordance with the
provisions of Article VIII.
SECTION 5. ABSENCE OF OFFICERS AT MEETINGS
The president (or the vice president in his/her absence) may appoint a club member (or his/herself) to be the interim secretary for a business meeting when the secretary is absent.
ARTICLE VI
BOARD OF DIRECTORS
SECTION 1. MEMBERSHIP
The Board of Directors
of the TCMR shall consist of the four officers of the club and three directors.
Each member of the Board of Directors shall be a Regular Member who had been in good
standing during the 12-month period prior to his/her election.
SECTION 2. TERMS OF OFFICE
The directors shall
serve for three years, and the terms of office shall be staggered so that one
director is elected for the full term of the board each year. A term of office
is from May 1 through April 30 of the following year. Officers shall serve as
indicated in Article V Section 3.
SECTION 3. DUTIES
The Board of Directors shall administer the
affairs of the TCMR to the best interest of all members. The duties of the
Officers are stated in Article V, Section 2. The three Directors are to be
knowledgeable in model railroading and the history of TCMR, to evaluate and
recommend any changes to the Bylaws, Articles of Incorporation and Dues and to
consult with the Officers, as needed, in the administration of the affairs of
TCMR.
The Board of Directors shall have the
authority to spend up to one hundred dollars ($100.00) per action without
approval of the general membership. Any successive expenditures of this type
shall be for unrelated actions. Any expenditure in excess of one hundred
dollars shall first be approved by the general membership.
SECTION 4. QUORUM
Four members of the
Board of Directors shall represent a quorum for a Board of Directors meeting.
SECTION 5. MEETINGS
Any member of the board
may call a Board of Directors meeting.
SECTION 6. VACANCIES
In the event of a
vacancy for a director, the board shall appoint a new board member to fill the
vacancy for the duration of the term.
ARTICLE
MISCELLANEOUS
SECTION 1. AMENDING THE BYLAWS
These bylaws and the
Articles of Incorporation may be amended by a 75 percent vote of the membership of TCMR in accordance with Article VIII.
SECTION 2. SPECIAL
MATTERS REQUIRING A VOTE
The membership
or the Board of Directors may identify a matter, including an expenditure of
TCMR funds that requires deliberation, notice to and a vote of the full
membership. When identified, the matter shall be handled
in accordance
with Article VIII.
SECTION 3. DISSOLUTION
OF ASSETS
If the
membership of TCMR approves to dissolve its organization at some future date,
then the assets of TCMR shall be distributed in accordance with the provisions
of its Articles of Incorporation, as amended and filed with the Office of the
Secretary of State, State of
SECTION 4. RECURRING
OBLIGATIONS
By November 1st
of each year, the majority of a quorum at a business meeting shall consider and
approve a budget of routine, recurring expenses to be processed and paid by the
Treasurer during the upcoming calendar year. These expenses shall include, but
are not limited to, registration and rental fees, utilities, insurance,
postage and shipping, document copies for business meetings and miscellaneous
supplies.
ARTICLE VIII
APPROVALS
SECTION 1. GENERAL PROVISIONS
Business matters of TCMR include, but are not limited to, establishing
policy and standards, deciding on work projects, programs and events for the
benefit of its membership, accepting applications for new members, expending
funds, selling assets and voting upon changes in members of the Board of
Directors, these Bylaws, the Articles of Incorporation and Dues. Approvals by
the membership of TCMR on such business matters shall occur by either (a) a
vote of a quorum of the membership using a show of hands in attendance at a
business meeting or (b) a formal ballot vote of the full membership for items
listed in Section 2 below.
The needed percentage of voting-eligible members to approve a
matter is provided in the applicable Articles of these Bylaws.
SECTION 2. MATTERS REQUIRING A VOTE OF THE
The following matters shall require a ballot vote of the full
membership of TCMR:
A. Changes to the Bylaws
B. Changes to the Articles of Incorporation
C. Changes in Dues Policy
D. Election of new Board members including officers
E. Special matters identified at a business or Board
of Directors meeting
SECTION 3. PROCEDURES FOR A VOTE OF THE
A
vote for a matter described in Section 2 above shall be posted in an upcoming
issue of the Ashpit and at least two weeks prior to
the vote. That notification shall include a ballot requesting the vote of each
voting-eligible member. The member is to do one of the following with his/her
ballot:
A. Indicate the voting preference on the ballot and
return to the Secretary in accordance with Section 4 of this Article; or
B. Bring the ballot to the meeting where the vote
would be held and tabulated
If
a ballot is lost or forgotten, the member may obtain a duplicate copy from the
Secretary either before or at the meeting. The majority of a quorum at a business
meeting may approve accepting a show of hands for those members that attended
the meeting without their ballots.
SECTION 4. ABSENTEE BALLOTS
A ballot provided with the announcement of an upcoming vote
and returned without the member attending the meeting shall be considered an
absentee ballot. Such a ballot shall be
placed and sealed in an envelope (with a signature of the voting member across
the envelop flap) and delivered to the Secretary prior to the vote.
SECTION 5.
NON-RESPONSIVE MEMBERS
Failure of a
member to submit a provided ballot or an absentee ballot or to attend the
business meeting for a vote of the full membership shall be interpreted as that
member abstaining from the vote. In such events, eligible but abstaining
members shall be excluded from the roster for purposes of determining the count
of the full, voting-eligible membership of TCMR.