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By-Laws
Scale Rails of Southwest Florida, Inc.
(A not for Profit Corporation)
Article I
NAME AND LOCATION:
The name of the corporation (a Florida
not for Profit Corp. and a 501 (C) 3 as
determined by the Internal Revenue
Service) is Scale Rails of Southwest FL
(hereinafter referred to as “Club”).
The address of Club shall be its
permanent home, 1262 Piney Road, N. Ft.
Myers, FL, 33903.
Article II
MEETINGS:
All meetings shall be conducted in
accordance with Robert’s Rules of
Order. Discussion will be open to all
members. However, on materially
significant issues requiring a vote of
the eligible membership, only those
eligible to vote may participate in the
discussion.
VOTING MEMBERS:
Voting privileges are held by Founder
Members and Founders in Waiting who are
current with dues and pledge payments
and henceforth defined as Voting
Members. These memberships are defined
under Article III in the By-laws.
QUORUM:
A Quorum is defined as 50% of the Voting
Members either present at the meeting or
by proxy given to the Secretary.
MATERIALLY SIGNIFICANT ISSUES:
Materially significant issues which must
be approved by a vote of the eligible
membership include:
A.
Changes to the By-laws;
B.
Approval of the Annual Budget;
C.
Material or Capital expenditures
in excess of $500.00 which are not in
the approved Budget;
D.
Approval of the club’s “Strategic
Plan”
REGULAR
MEETINGS:
Regular meetings will be held on the
second Saturday of the month. The
meeting time may be changed by the Board
of Directors if it falls on a holiday or
other event deemed to be in conflict
with the date.
ANNUAL MEETING:
The Annual Meeting will be held in place
of the Regular Meeting in January.
The Agenda for the Annual Meeting will
include but not be limited to:
A.
Presentation of the Annual
Financial Report covering the prior year
through December 31.
B.
Presentation of the Budget for
the year as approved by the Board of
Directors.
C.
Special recognition of member
participation and contributions as
determined by the Board of Directors
SPECIAL MEETINGS:
A special meeting of the club may be
called by Voting Members providing they
represent not less than 25% of the
eligible Voting Members. Notice of a
Special Meeting, including the agenda –
reason for the meeting, will be hand
delivered, electronically delivered, or
mailed to all Voting Members at the
address listed in our club records at
least 14 days in advance of the
meeting. Business at the Special
Meeting is restricted to the agenda
items. A Quorum must be present in
order to enact any decisions.
BOARD MEETINGS:
Board Meetings will be held as necessary
and at the call of the Chairman of the
Board.
NON-MEMBER MEETING ATTENDANCE:
Any person who is not a member of Scale
Rails may attend up to three Regular
Meetings of the club to help determine
their interest in becoming a member.
After three meetings, the individual
will be expected to either apply for
membership or discontinue attending
meetings.
Article III
MEMBERSHIP:
The Club shall be made up of 4 classes
of members.
A. Founder Member. An individual who
has responded to the Pledge Drive and
who is a member in good standing at the
end of 2003. The response to the Pledge
Drive may have been an agreement to
contribute, or a refusal to contribute,
so long as the response was made prior
to 2004.
B. Founders in Waiting. An
individual who belonged to the Club
prior to the end of 2004 but did not
provide any response to the Pledge
Drive, either aye, or nay; or a new
member who joins the Club after 2003 in
accordance with the provisions for Club
entry for new members. Upon payment of
the Pledge defined under Fees, a Founder
in Waiting will be proposed for Founder
Member status and upon majority vote at
a regular meeting by the membership will
assume that membership status.
C. Associate Member. An individual
who wishes only to have the privilege of
running their trains and working on the
club’s projects when the Club is open
for members defined under A and/or B
above.
D. Student Member. An individual
under the age of 17 who is a student and
is interested in promoting the purposes
of the Club as defined in the Article
III of the constitution.
The privileges of membership for the 4
classes of membership shall be defined
as follows:
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Founder Members shall be entitled to
vote, to hold office, to have a key.
-
Founders in Waiting shall be
entitled to vote, to have a key, but
not to hold office.
-
Associate Members may run trains and
work on the club’s projects, but do
not have a key, may not vote and are
not eligible to hold office.
-
Student Members may run trains and
work on the club’s projects, but do
not have a key, may not vote and are
not eligible to hold office. When
ever there is a Student Member
present in the Depot, there must
also be present two adults, at least
one of whom is a club member.
All classes of members are entitled to
assistance on AP projects, receipt of
the Newsletter, and may attend clinics,
and assist in the construction and
maintenance of the layouts and property.
Fees for the various membership
categories shall be as follows:
Monthly dues, which shall initially be
$25.00 per month, will apply to Founder
Members and Founders in Waiting.
Monthly dues, which shall initially be
$20.00 per month, will apply to
Associate Members.
Monthly dues, which shall initially be
$10.00 per month, will apply to Student
Members.
New members applying for the Founder in
Waiting class of membership must sign a
pledge in the amount not less than
$450.00 with the first 1/3 being paid
upon their admittance into membership
and the remaining 2/3 being payable,
half on the first anniversary and the
other half on the second anniversary of
their admittance into membership.
Payment of the Pledge may be accelerated
at the option of the member in which
case a 10% discount will be granted for
each year by which payment is
accelerated.
A Founder Member may change membership
status to Associate Member. The
requirement to pay the capital pledge
donation to change membership status
from Associate Member to Founder Member
can only be waived by BOD approval,
including for those Associate Members
who previously had been Founder Members.
All members must have a membership
number from the National Model Railroad
Association or an application has been
sent for same at the time they are
admitted to membership and must keep it
current to maintain their membership in
good standing. The Club will reimburse
$23 of the annual dues for the basic
NMRA membership to the member, or the
member may decline reimbursement and
consider it a donation to the Club.
New member applicants will be provided a
copy of the Club By-Laws and will serve
a 60-day probationary period prior to
being admitted to full membership.
During this probationary period the New
Member must attend 3 meetings of the
Club. If the 3 meeting attendance
requirements have not been met within
the 60 days, the probationary period
will be extended until they have been
met. Voting by the membership to admit
an applicant to full membership will be
by secret ballot at the next regular
meeting of the Club. Two negative votes
will defeat the motion to admit the
applicant to full membership and all
amounts paid to that date would be
refunded to the applicant. Admission
into full membership will be considered
a pledge by the applicant that they know
and understand the By-Laws and agree to
comply with them.
A member who allows their dues to fall 2
months past due will be notified by
First Class Mail. If the member shall
become more then 3 months past due the
member will be automatically removed
from the roll of members in good
standing and may only be reinstated upon
bringing their dues current with a
period of 6 months from the original
delinquency.
A member who wishes to become inactive
for a period of not less than 12 months
may apply for a sabbatical leave. Upon
approval by the Board of Directors that
member will be excused from monthly dues
until the end of the sabbatical period,
but may not enjoy the privileges of
their class of membership while on
sabbatical leave.
Article IV
GOVERNANCE
A Board of Directors consisting of 5
elected members shall govern the Club.
The Board of Directors will elect their
own Officers as follows:
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Chairman of the Board. This office
shall preside over all Board
Meetings, be considered the Chief
Executive Officer and have executive
powers and general management of the
affairs of the club.
-
President. This office shall
preside over all meetings of the
general membership and shall be
considered as an assistant to the
Chairman. He will preside over
Board Meetings in the absence of the
Chairman.
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Vice President. This office shall
perform the duties of the President
in the President’s absence and will
be called upon to chair special
committees as organized by the Board
of Directors.
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Secretary. This office will be
responsible for the preparation of
Minutes of any meeting, oversee the
publishing of newsletters, and be
the custodian of the Corporate seal
and such other books, records, and
papers of the Club as may be
required, except for those which are
the responsibility of the Treasurer.
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Treasurer. This office shall be
responsible for the maintenance of
accounting records kept in
accordance with Generally Accepted
Accounting Principles disclosing all
receipts and disbursements, prepare
Budgets for approval by the Board of
Directors, manage bank accounts and
bank relations, and provide timely
financial reports to the Board of
Directors and the general
membership.
No Officer may hold more than one Office
at a time.
The Election of members to the Board of
Directors shall take place at the
December Meeting. The term of Office
for a member of the Board of Directors
shall be 2 years with two directors
being elected in one year and 3 being
elected in the following year.
Candidates for election to the Board of
Directors may place their name in
nomination, along with a biographical
summary, a statement of their positions
in regard to the future of the Club at
any time prior to adjournment of the
November Meeting. Their nomination must
contain the signatures of two sponsoring
members in good standing as well as
their own signature. All candidates
must be members in good standing as of
the time of the election.
Election will be by secret ballot. The
Chairman, the President and the
Secretary will each appoint one member
of the Club to be the election committee
for the purpose of counting ballots.
The Treasurer will provide ballots for
each member in good standing on which to
record their vote.
Those candidates receiving a simple
plurality of the votes shall be declared
elected upon the counting of ballots and
will take office upon the adjournment of
the December Meeting.
The newly elected Board of Directors
shall meet immediately upon the
adjournment of the December Meeting for
the purpose of electing Officers. They
shall take office upon the adjournment
of this meeting.
The club’s fiscal year shall run from
January 1 to December 31. After the
close of each year’s financial report by
the Treasurer, the new BOD shall
establish an audit committee composed of
three Founder Members who are not
Directors. The Treasurer shall provide
to the Audit Committee all appropriate
financial records for review and audit.
The Audit Committee shall prepare a
brief written report to the Chairman of
the BOD presenting the results of the
audit.
In addition to it’s Officers the Board
of Directors may establish committees as
appropriate for the day to day operation
of the Club, including, but not limited
to, Building Maintenance, Annual Train
Show, HO Layout, N Layout, Motive Power,
Rolling Stock, Electronics and
Signaling. In each such case the head
of that committee shall be given the
title of Superintendent, or Chairman. A
Director may also serve as a
Superintendent or Chairman.
Directors, Chairman, and Superintendents
must obtain BOD approval prior to
incurring any expense not authorized in
the Annual Budget.
Any Director maybe removed from office
by a 2/3 vote of the membership present
at a legally constituted meeting, upon
written complaint of any other Director.
No Director shall receive any
compensation or gratuity for their
services. They may be compensated or
reimbursed for bonafide expenses
incurred in the performance of their
duties as a Director, Chairman or
Superintendent
Article V
TERMINATION
Should any member be accused of conduct
unbecoming to the organization or
detrimental to the Club or its members,
it will be the responsibility of the
Chairman or the President to convene a
committee of 3 members of the Board of
Directors, known as the Investigation
Committee. The Committee will
investigate the allegations, report
their findings and make recommendations
to the Board of Directors.
The Chairman or President shall, at the
next regular meeting present the
findings and recommendations of the
Committee to the general membership.
Founder Members and Founders in Waiting
will vote by closed ballot to terminate
or not to terminate a membership.
Majority vote will determine the result.
Any person whose membership is
terminated under the procedure for
termination will be notified by
Certified Mail and shall have 10 days
within which to request a hearing before
the Investigation Committee. The
hearing shall be held within 20 days
following the receipt of the written
request and the Investigation Committee
shall make a final determination
following the hearing confirming the
termination or reversing it. The member
shall be notified by Certified Mail of
this final decision.
ARTICLE VI
CHANGES TO THE BY-LAWS:
A draft of proposed changes to the
By-laws must be hand delivered,
electronically delivered, or mailed to
all Voting Members at the address listed
in our club records at least 14 days in
advance of a meeting to discuss the
changes. Proposed changes to the
By-laws must be approved by 2/3 of the
eligible Voting Members to effect the
change. A Voting Member’s vote may be
cast in person or by proxy to the
Secretary.
ARTICLE VII:
OTHER MATTERS:
The Board of Directors may from time to
time propose Policies, Procedures, or
Areas of Participation for the good of
the club. Examples of such may include
but not be limited to:
A.
Bailment of personal property
B.
Disposal of Club surplus assets
C.
Certificates of compliance
D.
Hours of operation for the Depot
E.
Participation in or holding a
Division Meet.
F.
Participation in or holding a
Convention
G.
Participation in or holding a
Train Show
H.
Holding an Open House for
interested groups
Approval of such requires a simple
majority of all Voting Members present
or by Proxy to the Secretary.
I hereby Certify that these By-Laws were
voted upon and passed by not less than
the 2/3 vote of Voting Members present
or by proxy at the meeting called for
their consideration, which was not less
than 50 % of the Voting Members at that
time.
They shall be considered to be in full
force and effect as of January 12, 2008.
____________/S/_______________________
James Morse
Secretary |
