LANE SOCIETY OF MODEL RAILROADERS BYLAWS JANUARY 3, 2009
ORGANIZATION AND INCORPORATION:
This Organization shall be incorporated as:
Lane Society of Model Railroaders
The purpose of this Corporation is to be a non-profit model railroad club. It’s sole function is for the promotion and enjoyment of all aspects of Model Railroading and the companionship of Model Railroaders and their families. All functions shall be family oriented.
MEMBERSHIP
SECTION I - GRADES OF MEMBERSHIP
CHARTER MEMBER: Any Member in good standing having joined the club prior to September 30, 2003 at the time their initiation fee has been paid in full shall automatically become a Charter Member. Any Senior member may become a Charter Member by being nominated by a Charter Member. This must be approved by three-quarter (3/4) vote of the existing Charter members. He/she shall enjoy all the privileges of the club including being eligible to be elected to the Board.
LIFE MEMBER: A member honored by a nomination of the board and a vote of the membership for meritorious service. He/she shall enjoy all the privileges of a Charter Member and be exempt from paying dues.
SENIOR MEMBER: A person at least eighteen (18) years old who has successfully completed the apprenticeship requirements. He may vote, serve on committees and participate in all club activities including unlimited Clubhouse access at anytime.
JUNIOR MEMBER: A person at least eight (8) but not over eighteen (18) years old, and not a dependent of an active member. A club member (charter, senior or life only) will be required to sponsor the Junior Member, assuming liability at the club house for him/her and must sign his/her application. In addition, the sponsor or family member must be present while the Junior Member is at the club house. He/she may not vote or sponsor members, but may serve on committees and participate in all other club activities/business.
APPRENTICE MEMBER: A person at least sixteen (16) years old who has been sponsored by a Charter, Life or Senior member and whose application has been accepted by at least two-thirds (2/3) vote by the Board of Directors at a Board Meeting. The apprenticeship period shall be at least six (6) months. He/she shall not sponsor a Dependent Member. He/she is welcome to join any discussion at meetings, but shall not vote. An Apprentice may be dropped from the program at any time by two-thirds (2/3) vote of the Board of Directors at a Board Meeting. Their decision may be appealed to the general membership at the next scheduled Business Meeting and can be reversed by a three-fourths (3/4) vote at that meeting. If an Apprentice is dropped, his application fee shall be returned.
DEPENDENT MEMBER: A person between the age of eight (8) and sixteen (16) years old, sponsored by one or more Charter, Life or Senior Members and approved by the Board of Directors. He/she may visit the Club only with his/her sponsor(s) and a sponsor shall at all times be present to supervise and be responsible for him/her. A Dependent Member is welcome to join any discussion during meetings but has no vote. He/she pays no dues but will pay a yearly administration fee. A Dependent Member may lose his/her privileges by withdrawal of his sponsor’s support, or by a two-thirds (2/3) vote of the Board of Directors, or a two-thirds (2/3) vote of the members at a Business Meeting.
HONORARY MEMBER: A non-member who has been conferred honorary status, either for having rendered outstanding service to the Club or for any benefits to the Club resulting from his/her association. Honorary Membership must be recommended by the Board of Directors or a Charter Member and approved by a two-thirds (2/3) vote of the voting membership at a General or Annual meeting. Honorary Members pay no dues or assessments and have no votes, but are welcome at meetings.
ASSOCIATE MEMBER: An Associate Member is a member who resides a distance from the clubhouse that would make travel to the clubhouse on a regular basis unlikely. He/she will pay no dues but will pay a semi-annual administration fee set forth by the Board of Directors. He/She may visit the clubhouse twelve (12) times a year and may not vote or hold office. Visiting out of town members will be dealt with on a case -by-case basis for access to the clubhouse. This membership grade will be granted by the Board of Directors and will be reviewed semi-annually by the Board for renewal. Any member may request to become an Associate Member.
HARDSHIP MEMBER: Any member who is able to attend functions at the clubhouse but is unable to pay his/her monthly dues due to financial hardship may petition the Board for Hardship Member status. If granted, the member may pay reduced monthly dues as set by the Board. This status will last for six months, at which point the member’s dues shall revert to the standard dues of the membership status he/she held before going on Hardship. Also, the member shall pay back the difference between his/her Hardship dues and his/her normal dues over a length of time not to exceed one year. If a member is unable to revert to his/her original status, then he/she may take a leave of absence. When a Hardship Member returns from a Leave of Absence, he/she shall return as a Charter or Senior Member and shall pay back the difference between his/her Hardship dues and his/her normal dues over a length of time not to exceed one (1) year.
LEAVE OF ABSENCE: Any Senior or Charter member may take a leave of absence from the Club for a length of time not to exceed two years. During this time the member will not pay any dues or administrative fees. The member will also not enjoy any greater privileges than a non-member with two exceptions: 1) the member’s name shall remain on the roles as a member of the Club, and 2) the member’s property number shall be maintained. At the end of his/her leave of absence the member may rejoin the club at his/her status when he/she started his/her leave without paying an application fee or going through another apprenticeship.
FAMILY MEMBERSHIP: Any number of Charter Member(s), Senior Members and Junior / Dependent Member(s) within the same family. One initiation fee will be paid per Family Membership. One Charter / Senior Member will pay full monthly dues. The second Charter / Senior and any Junior / Dependent member(s) will pay one half (1/2) the normal dues. When the Junior Member(s) becomes a Charter/Senior Member, he/she shall not be required to pay the initiation fee.
SECTION II - APPLICATION FOR MEMBERSHIP:
All applicants must be sponsored by a member in good standing.
Any member sponsoring a prospective member shall give the prospective member an application and copy of the current bylaws. All prospective members shall read and understand the bylaws prior to any action by the Board of Directors.
Applications must be filled out by the prospective member and accompanied by one month’s dues and a portion of, or the complete initiation fee. It is the responsibility of the sponsor to ensure that the applicant and application are presented to the Board for their approval at the same board meeting.
The application must be approved by the Board of Directors before the applicant can become an Apprentice Member. If not approved, all monies will be returned to the applicant. If an applicant chooses to terminate his/her membership during the Apprenticeship period the club will retain all monies. Applicants for membership shall be at least sixteen (16) years of age and shall be endorsed by at least one (1) Charter, Life or Senior Member. More than one Charter, Life or Senior Member may sponsor a new member.
SECTION III - RESPONSIBILITIES:
Members of the Club shall assume a responsibility to and for the organization. To the best of their abilities, they shall take an active part in maintaining and improving the building, grounds and layout in work parties, in staging events and in encouraging others to join the Club. They shall respect those in authority and follow the Bylaws and rules of the Club.
SECTION IV – TERMINATION
Members more than three (3) months delinquent in dues will be dropped at the next meeting of the Board of Directors, unless a hardship by the member can be shown. The member shall be notified by letter within fifteen (15) days of the Board’s decision. Former members so dropped may rejoin the club as new Apprentice Members. However they will not be required to pay a second initiation fee. Any member may be dropped for what the Board of Directors deems as just cause. The procedure for this shall be as follows.
The Board of Directors, having discussed the matter at a closed meeting, will place the question of a member’s termination on the agenda for the following month’s general meeting. The Secretary shall notify the member that he/she should appear before the Board of Directors at this meeting to defend himself / herself. Failure to appear will mean automatic termination of membership without recourse. At least two-thirds (2/3) of the Board of Directors must vote for termination in order to drop the member under consideration. If the member has appeared before the board and wishes to contest the vote of the Board of Directors, he / she may place the matter before the membership at the next Business Meeting. A majority vote of those present and qualified to vote shall decide the question. His/her membership remains in effect until termination. Any dues paid beyond the month of termination shall be refunded.
SECTION V - ACCESS RIGHTS
All Charter, Life and Senior Members will have full access rights, and shall have the lock box combination to the clubhouse. All other Members must be accompanied by one of the aforementioned Members. There shall be no less than two (2) people in the clubhouse at any time (one Senior, Charter or Life member and one person 16 years old or older), the exception being 2 hours prior to a scheduled run or work session.
The lock box code shall be changed as soon as possible after the termination of a member that had access rights
Except for emergencies, the property owners shall not be contacted to open the clubhouse at any time.
Non-members may attend four (4) work and four (4) operating sessions per year.
All members are responsible for their visitors and the security and condition of the clubhouse.
All rules and procedures are to be followed at all times. Infractions will be dealt with by the Board of Directors as they see fit, including fines, reduction in status and/or termination.
SECTION VI - MEMBER STATUS
Any members status may be changed by a two-thirds (2/3) vote of the Board of Directors. Upon approval of the Board, it shall take a simple majority vote of the qualified members at the next General or Annual meeting to approve it. Only Senior Members or Charter or Life member may submit the petition for status change. Any member’s status may be elevated or reduced for what the Board of Directors deems as cause by a two-thirds (2/3) vote by the board of Directors. This action may be on a permanent or temporary basis and shall not be for less than a ninety day period. A member of the Board of Directors will notify the member of said action within fifteen (15) days by letter or e-mail.
SECTION VII - MEMBER IN GOOD STANDING
A member that has their dues paid up to but not necessarily through the current month. A member that is not in good standing may not vote and is not eligible to be nominated to hold office.
DUES, ASSESSMENTS AND FEES
Dues shall be payable monthly, and are paid from the first of the month through the last day of the month. A new member’s (or a member making changes in status) dues shall be accredited to the following month. Dues for Charter / Senior and Apprentice Members over eighteen (18) years old shall be twenty dollars ($20) a month. Dues for Junior Members shall be ten dollars ($10) a month. Administrative fees for Dependent members shall be twenty dollars ($20.00) a year, payable annually. Administrative fees for Associate Members shall be ten dollars ($10.00) semi-annually. There shall be an initiation fee of fifty dollars ($50) (which can be paid through a structured payment plan approved by the board). Assessments may be proposed by the Board of Directors in the event of a fiscal emergency. All members shall be given no less than two (2) weeks notice prior to a vote of the membership at a meeting. Any assessment must be approved by two-thirds (2/3) vote of those members present and qualified to vote at a Business, Annual, or Special Meeting of the general membership. Assessments may be waived for any individual by the Board of Directors, for financial hardship or cause.
MEETINGS
SECTION I - BOARD MEETINGS
No board meetings shall be held without a quorum of the Board.
To have a quorum of the board two thirds (2/3) of the total positions on the board must be present. Without a quorum, the Board may discuss issues but may not make any decisions affecting the club.
The Board of Directors shall meet at least once a month, as they shall determine. Announcement of the meeting, giving the time and place, shall be posted at the Club at the regularly scheduled operating session prior to the meeting. All members are welcome to observe open Board Meetings, without the privilege of joining the discussion unless so invited. Any member violating this rule may be dismissed from the meeting.
Special Board Meetings, open or closed, may be called by the presiding officer, or by quorum of the Board. They may be arranged by a telephone conference call or equivalent.
SECTION II – GENERAL BUSINESS MEETINGS
No Business meeting shall be held without a quorum of the board. If there is no quorum of the board issues may be discussed but no decisions affecting the club may be made. The General Business meeting shall be held every third Sunday of the month. The meeting shall begin with the reading of the minutes and the treasurer’s report.
SECTION III - ANNUAL MEETING
No Annual meeting shall take place without a quorum of the Board of Directors. If there is no quorum of the board issues may be discussed but no decisions affecting the club may be made. The Annual Meeting of the Club shall be held during the month of December and shall run concurrent with any other event. The meeting shall begin with the reading of the minutes and the treasurer’s report.
SECTION V – NEW BUSINESS
All New Business that is be brought before the club must be presented, in writing, to one or more of the Board members prior to the start of the Board meeting for review by the board. This does not guarantee that the item will be discussed at the Business Meeting.
BOARD OF DIRECTORS
The Board of Directors shall be composed of all officers. The Board shall be responsible for management, property, and business affairs of the Club. No money shall be expended without the prior approval of the Board.
No officer shall receive any compensation for his service. The board shall have authority to remove officers for due cause by an affirmative vote of at least four (4) members. An officer so removed may appeal such decisions to the general membership, and may be reinstated by a two-thirds (2/3) vote of the members present at the next Business Meeting. All business regarding the property and building will be conducted by the Board of Directors.
SECTION I - ALL OFFICERS:
Officers are elected officials of the club who represent the membership in conducting the normal affairs of the Club. As such, each officer is responsible to the membership for the timely performance of his/her duties as specifically described below. An officer’s authority is limited to the specifications of his office as defined below. In matters not connected with his/her office, he/she has no more authority than any other Charter Member. A Board Member may be terminated from the Board for being more than two months in arrears of their dues.
PRESIDENT
The President will preside over all Business, Annual and Special Meetings of the general membership, and over all meetings of the Board of Directors. He may cast only a tie-breaking vote; in elections, however, he can vote as a Charter Member. He is the spokesman He/she is the Chief Executive Officer, and Chairman of the Board of Directors. He shall preside over all for the Club in official matters dealing with the outside community. He shall be responsible for proposing the nomination of all committee chairmen for the approval of the Board of Directors, except as noted elsewhere in these Bylaws.
VICE PRESIDENT
He/she shall assume all duties and powers of the President in his/her absence. He/she shall serve as administrative assistant to the President, and may have additional duties as they may be prescribed by the President or by the Board of Directors.
SECRETARY
He/she shall record minutes of all meetings. He/she shall keep all membership records and rosters. He/she shall be responsible for all general correspondence of the Club and the publication of the club news letter on a monthly basis, as approved by the Board of Directors, and shall transmit all official notices to the general membership.
TREASURER
He/she shall be responsible for keeping records in order, collecting all dues, assessments and fees, and paying all bills as authorized by the Board of Directors. He shall provide a monthly statement of Club finances, and be prepared to document such statements.
TRAINMASTER
He/she shall have authority and responsibility for construction and maintenance of the layout, including the power to establish operating procedures and standards. He/she shall appoint members for the various operating positions and may revoke such certification for cause. He/she shall be in charge of setup at all public shows and shall be responsible to have the Club prepared to present said shows. He/she shall be empowered to call work parties and delegate tasks, as he deems fit to fulfill these responsibilities. He/she shall also be responsible for all operating sessions.
BOARD MEMBER AT LARGE
He/she shall be given special projects as may be required at any time by the President or the Board of Directors.
SECTION II - ELECTION OF OFFICERS
All nominees shall be qualified Charter or Life Members.
Nominations of officers for elections shall be opened and received from the floor or by Letter of Intent to Run at the October Business Meeting. They shall remain open until the Saturday prior to the November General Meeting, at which time all nominations will become final. Ballots stamped and addressed return envelops shall be mailed to all qualified voting members no later than the Tuesday after the Nominations Meeting and a list of nominees will be posted at the clubhouse by the following Sunday. All ballots must be returned without return addresses to the club Secretary by the Thursday prior to the Annual Meeting in December. The envelopes will remain sealed until opened and counted by a committee of three members not on the present Board or Nominated for an office. This shall be done in the presence of the General Membership.
All officers shall be elected at the Annual Meeting for a term of one (1) year. In case of a tie, successive ballots shall decide the winner. Qualified voting members will be allowed one (1) vote per office. The candidates receiving the most votes will be elected. All voting shall be completed by the close of the Annual Meeting and the results posted at the Clubhouse and sent by mail to all members in a News Letter or mailing within seven (7) days of the vote. All newly elected officers shall take office at the January Business Meeting. New officers must sign for the club assets that coincide with their elected position.
SECTION III - VACANCIES OF OFFICE
Vacancies shall occur through death, removal or written resignation to the Board of Directors.
Vacancies in office shall be appointed by the remaining Board of Directors at the earliest opportunity and will be ratified by the members present at the next business meeting. No vacancy shall be left open for over fifteen (15) days. This appointment will remain in effect until the next regular election.
SECTION IV - OUTGOING OFFICERS
They shall sign over all club materials and club property pursuant to their offices to the new office holder. All club assets not signed over due to loss, damage or other circumstance will be the responsibility of the outgoing officer. It will be the outgoing officer’s responsibility to replace these missing or damaged assets. At the time a Treasurer is replaced, the Club’s financial records will be audited by the incoming Treasurer and the outgoing one.
COMMITTEES AND APPOINTMENTS
SECTION I - PLANNING AND STANDARDS COMMITTEE
This committee is responsible for coordination of all planning, designs and standards related to the construction and operation of the layout. It shall refer to, but not be bound by, all current National Model Railroad Association Standards and Recommended Practices. The committee shall consist of the Chairman, the Trainmaster, Track Foreman, the Electrical Foreman and the Scenery Foreman. The Committee Chairman shall be proposed for nominations by the President, for the approval of the Board of Directors, during the first month of their term.
Committee Chairman’s term may be terminated at any time by a two-thirds (2/3) vote of the Board of Directors.
All recommendations of this committee shall be made by the Chairman to the Board of Directors at any Board Meeting. The Board must choose to have the membership vote on the recommendations, or return them for further study. All final decisions are to be made by a majority of the membership.
TRACK FOREMAN
Is responsible for the construction and maintenance of all track. He shall be appointed by, and be responsible to, the Trainmaster.
ELECTRICAL FOREMAN
Is responsible for the construction and maintenance of all electrical and electronic equipment on the layout. He shall be appointed by, and be responsible to, the Trainmaster.
SCENERY FOREMAN
Is responsible for the construction and maintenance of all structures, scenery, scenic attachments and permanent equipment on the layout. He shall be appointed by, and be responsible to, the Trainmaster.
SECTION II - SPECIAL COMMITTEES
A Special Committee may be created for any purpose as the need arises. The Committee Chairman shall be proposed for nomination by the President, for approval by the Board of Directors. All decisions must be presented to the Board for their approval.
SECTION III - TERMINATION OF COMMITTEES
Appointments to all standing committees shall run concurrently with the term of the appointing officer or official and shall end with his term, unless otherwise noted in these Bylaws.
EXPENDITURES
No funds shall be spent without prior approval of the Board. Where the amount is over Two Hundred Dollars ($200) a majority vote of the members present at the next meeting is required for approval. The treasurer must be notified prior to any purchase to make sure funds are available at that time. Failure to do so will make the purchaser liable for the purchase.
PARLIAMENTARY PROCEDURE
In the absence of any provision of the Bylaws or applicable Oregon State law, the most current edition of Robert’s Rules of Order may be used as a guide in any question of procedure.
BYLAWS AND RULES
SECTION I: BYLAW AMENDMENTS:
These Bylaws may be amended, in whole or in part, provided the following steps have been taken:
The proposed amendment(s) have been submitted in writing to the Board of Directors prior to the Board meeting for evaluation by the Board prior to the next Business Meeting. The proposed changes shall be accepted and approved by four (4) Board Members and then be presented to the voting membership at the following Business meeting. On approval by a majority (51%) of the qualified voting membership at the Business Meeting, the amendments will be mailed to all members qualified to vote during that month for a mail in vote It will require a 51% majority vote of the qualified members to pass the amendment. The results will be announced at the next general meeting.
SECTION II RULES:
There shall be rules drawn up pertaining to the everyday operation of the Clubhouse and Layout. It shall require a simple majority (51%) of the qualified voting membership at a General or Annual Meeting to approve, pass or change said rules. Infractions of these rules shall be dealt with by the Board.
AUDIT
There shall be an annual audit of the club’s financial records. This audit shall be performed by a qualified non-member.
LIABILITY
Members and officers shall not be held individually liable for debts, contracts, liabilities or agreements of the club
.
DISPOSITION OF ASSETS
At such time as the Club may be disbanded, the property owner will be given the opportunity to purchase the layout and any club property for a price agreed upon by both the property owner and club membership.
Any Club property remaining shall be given to the membership or sold as the Board sees fit.
After all debt is paid, all remaining monies shall be divided among the remaining Life, Charter and Senior Members according to years of membership.