1.0 NAME AND OBJECTIVE
1.1 Name
This
organization shall be known as the Boulder Model Railroad Club (BMRC)
1.2 Objectives
The
objectives of the Club shall be: to promote the fellowship of model railroading
among model railroaders, to advance and promote the hobby of model railroading,
and to provide a meeting ground for the sharing of knowledge and interests among
model railroaders.
2.0 MEMBERSHIP
2.1 Eligibility
Any
person over the age of fourteen years interested in model railroading shall be
eligible for regular membership.
2.1.1 Regular Membership
Regular
membership shall be defined as any person who pays dues as set by the club,
unless the potential member has previously been removed from good standing by
action of the Executive Board. Regular members are entitled to all the benefits
of membership.
2.1.2 Associate Membership
Associate
membership shall be defined as immediate family members (spouse or significant
other, and their children under the age of 18) of club regular members (unless
they choose to pay dues and become regular members).
As such they are entitled to all the benefits of membership, except that
as associate members they are not entitled to hold any office, nor shall they be
entitled to vote on any matter.
2.2 Applications
Applications
for membership shall be made on the Club application form. Forms are available
from officers of the club and on the club’s web
site.
2.3 Dues
The
Executive Board may propose a change in the dues when needed. Approval
of this change requires 30 days written notification to all regular members
prior to the business meeting at which it will be considered, and it must be
approved by a simple majority of the regular members voting.
2.4 Good Standing
All
members shall be considered in good standing, unless they are deemed otherwise
by the Executive Board in accordance with Section 3.1 below.
Any member not in good standing shall give up all voting rights and the
privileges of membership.
2.5
Rights of Members
2.5.1 General
All
members shall be notified of all Club activities, may attend Club functions, and
be eligible to hold office in the Club subject to the requirements set forth in
paragraph 5.6 below. All regular
members in good standing shall enjoy full voting rights.
2.5.2 Resignation
A member
may resign from the club at any time. Notice
of this resignation shall be in writing and addressed to the Secretary.
It shall become effective when received by the Secretary or when
postmarked, if it is mailed to the Secretary.
A resigned member is responsible for returning all club property that may
be in his possession.
2.5.3 Property Interest
No
member shall have any right or interest, whether legal or equitable, to any
asset, claim, or property held or owned in the name of the Club. However, in the
event of dissolution of the Club, all Regular members in good standing shall
have an equal interest and share in the assets.
2.5.4 Inspection of Books and
Records
The
books and records of the club may be inspected by any member upon giving
reasonable notice and arranging a time satisfactory to the officer or officers
having charge of the books.
2.6 Duties of Members
2.6.1 General
It shall
be the duty of all members to be familiar with and abide by the Bylaws and
Operating Rules of the Club at all times. A
member guilty of conduct detrimental to the advancement of the purpose of the
Club, or reflecting discredit upon it by any improper act or series of acts,
shall be subject to disciplinary action by the Executive Board in accordance
with Section 3.1 below.
2.6.2 Financial
Dues
shall be assessed annually, payable in advance.
Every member is expected to pay his dues at or before the January
meeting. New member dues will be
prorated.
The
Executive Board may propose a special assessment when needed.
Approval of a special assessment requires 30 days written notification to
all regular members prior to the business meeting at which it will be
considered, and it must be approved by a two-thirds majority of the regular
members voting.
3.0 EXECUTIVE BOARD
3.1 General
The Club
shall elect the members of the Executive Board consisting of the President, the
Vice President, the Treasurer, and the Secretary.
The immediate Past President shall automatically be a member of this
Board. The Executive Board shall be
the controlling judicial and administrative body of the Club.
It shall have full authority to govern the Club and to conduct its
affairs pursuant to the Bylaws, Operating Rules and Operating Handbook,
including the authority to:
a. Levy book and video
library fees and fines,
b. Provide for custody and
control of the funds and property of the Club,
c. Remove from Good Standing
(suspend or expel) any member for failure to pay dues, fines, or assessments, or
for other cause, after a hearing, as herein provided.
3.2 Honoraria
There shall be no honoraria
payable to members of the Executive Board.
3.3
President
The President shall be the
chief executive officer of the Club and shall supervise and control the business
affairs of the Club. It shall be the
President's duty to provide for the enforcement of the Bylaws and Operating
Rules. The President shall appoint
such committees as he or the Executive Board may deem necessary to conduct the
work of the Club, and these committees may be removed or changed at any time by
the President. The appointment or
change of committees, including the names of the members involved, shall be
announced at the next business meeting, and this fact shall be included in the
minutes. When the work of a
committee is completed, the President shall formally discharge the committee and
this fact shall also be noted in the minutes.
The President or his designees shall act as the Club's representatives at
all other model railroad club or association conventions, meetings, etc.
The President shall perform any other duties incident to the office.
3.4
Vice President
The Vice President shall act
in the place of the President in the event of the latter's absence, or his
inability or refusal to act. The
Vice President shall immediately succeed to the office of the President in the
event of resignation, death, or disqualification of the President.
The Vice President shall assist the President in the performance of the
President's duties, and in conducting the Club's business, provided however,
that the Vice President must at all times hold himself under the direction of
the President.
3.5
Secretary
The Secretary shall conduct
the correspondence pertaining to the business of the Club, keep the official
records of the Club, maintain the current Operating Rules, and maintain and
update the copies of the Operating Handbook. The Secretary shall also give
notice of all Regular, Business, and Election meetings of the Club, and keep and
publish minutes of all meetings of the Club and the Executive Board, as well as
performing such other duties as the President may from time to time request.
3.6
Treasurer
The Treasurer shall pay all
expenses of the Club which have been approved by the Executive Board.
The Treasurer shall have charge and custody of, and be responsible for
all funds of the Club, and deposit all such monies in the name of the Club in
such places and in such amounts as shall be authorized by the Executive Board.
The Treasurer shall notify the President of any member's dues or
assessments which are in arrears, so the President may take action as provided
elsewhere in the Bylaws. The
Treasurer shall render an accounting to the members at each business meeting of
all monies disbursed and collected. The Treasurer shall perform any other duties
incident to the office. The Treasurer shall be responsible for the filing of all
licenses, permits, and financial statements required to initiate, maintain, and
terminate activities of the club as agreed to by the Executive Board.
3.7
Past President
The immediate past president
of the Club shall automatically be a member of the Executive Board with the
primary duty of assisting the Executive Board in maintaining continuity of
operation. It is the role of the
Past President to help provide a smooth transition from one Executive Board to
the next.
3.8 Impeachment
Following a hearing at a
business meeting, a member of the Executive Board may be removed from office by
a two-thirds majority vote of all regular members voting.
3.9
Line of Succession
In the event of a vacancy on
the Executive Board in the middle of a term, the Board vacancy shall be filled
for the remainder of the term as follows:
a. The Vice President shall
succeed to the office of President in place of the vacating President,
b. An election shall be held
for the office of Vice President to replace the vacating Vice President or in
the event 3.9.a applies,
c. An election shall be held
for the office of Secretary to replace the vacating Secretary,
d. An election shall be held
for the office of Treasurer to replace a vacating Treasurer,
e. The preceding Past
President succeeds to the office of Past President to replace a vacating Past
President.
3.10 Removal from Good
Standing
A member may be removed from
Good Standing by vote of the Executive Board.
This process requires a hearing in which the problem (e.g. failure to pay
dues, fines, special assessments, inappropriate handling of club property, etc.)
is addressed with the member by the Executive Board.
Removal from Good Standing requires a majority vote of the board with at
least three board members voting.
4.0
AUDITS
4.1
General
Prior to and for acceptance
at the April Business meeting, an audit shall be made of the books of the BMRC
for the preceding calendar year. A
member, assigned by the President, who is neither the current Treasurer, nor the
Treasurer for the period being audited, shall perform the audit.
This audit must be presented at the business meeting and included in the
minutes. If the Treasurer is
replaced before his term ends, the succeeding Treasurer must have an audit made
within sixty days of the time he takes office.
4.2
Special Audit
By means of a special motion
passed at a business meeting by a two-thirds majority of the regular members
voting a special audit shall be made. The maker of the motion shall
automatically be included in the auditing committee.
5.0
ELECTIONS
5.1
Election Committee
All elections shall be
conducted by an Election Committee which shall be appointed by the President,
and which shall be composed of the Secretary and at least two other members in
good standing.
5.2
Nominations
Nominations for the office of
President, Vice President, Secretary, and Treasurer shall be accepted and
verified by the Election Committee starting before the regular meeting in
November and continuing through the start of the election meeting in December.
5.3
Candidates Eligible
Candidates shall be members
in good standing of the BMRC.
5.4
Votes
During the annual business
meeting held in December, the Election Committee shall hold elections for the
offices of President, Vice President, Secretary, and Treasurer.
These elections shall be conducted by secret ballot.
A candidate receiving a majority of the votes cast shall be declared
elected. In the event that no
candidate receives a majority, the candidate receiving the fewest votes shall be
eliminated and a second ballot issued. This
procedure shall be repeated until one candidate receives a majority of the
votes. In case of a tie the Election
Committee will break the tie by a coin flip.
5.5
Proxy Vote
A written and signed proxy
shall be accepted from those members in good standing unable to attend the
election meeting. This proxy may be
exercised at the election meeting by any member in good standing who holds the
proxy.
5.6
Number of Offices
Nothing in this section shall
be construed as preventing a member from simultaneously standing as a nominee
for more than one office, but no member shall simultaneously hold more than one
office in the Club. If a member
finds himself elected to more than one office, he shall immediately resign all
offices but one.
5.7
Beginning Term
All successful candidates
shall take office on January 1st following their election.
5.8 Length of Office
The President, Vice
President, Secretary, and Treasurer shall hold office for one year, or until
their successors have taken office.
5.9 Special Election
If a vacancy in the Executive
Board must be filled then a Special Election is required.
This election shall be held at a business meeting.
The Election Committee shall be given at least fourteen days prior to the
election to seek, accept, and verify nominations.
6.0
MEETINGS
6.1
Regular Meeting
Regular
meetings shall be
held on the second Thursday of each month. The
Executive Board shall determine the location and time of these meetings and
shall provide the members with written notification of this information 30 days
in advance of the meeting.
6.2 Business Meeting
A portion of each regular
meeting may be devoted to a business meeting.
The President shall provide the members with written notification of the
business meeting 30 days in advance of the meeting.
6.3 Annual Election Meeting
The annual election meeting
shall be held as part of the regular December meeting.
6.4
Quorum
A quorum at any business
meeting shall consist of no less than one-third of the members in good standing
and at least two of the attendees shall be members of the Executive Board.
6.5
Additional Business Meetings
The President may call an
additional business meeting at any time by providing the members with written
notification of the agenda for the meeting 30 days in advance of the meeting.
6.6
Executive Board Meetings
The President shall call
Executive Board meetings as necessary.
6.7
Reports
Each Club office and
committee shall report their activities and status on a timely basis.
The President’s
report, Treasurer’s report, and meeting minutes
by the Secretary shall be presented monthly.
Committee reports (e.g. libraries and SIGs) shall report at least once
per quarter. These reports shall be
published in the monthly TellTales, and, at the President’s
discretion, may be presented at a business meeting.
7.0
OPERATING RULES and OPERATING HANDBOOK
7.1 Operating Rules
All motions pertaining to any
aspect of the operation of the Club, as permitted by the Bylaws and carried by a
simple majority of the Executive Board members voting shall be known as
Operating Rules. The Executive Board may also revise or delete Operating Rules
by simple majority vote. Any member may propose Operating Rules to the Executive
Board for approval. All additions, changes and deletions to Operating Rules take
effect upon publication in the BMRC newsletter.
The Operating Rules shall be published each year with the Bylaws.
7.2 Operating Handbook
The Operating Handbook is a
collection of job descriptions and other relevant information.
Its primary function is to provide each board member and other members
conducting the Club’s
business (librarians, SIG leaders, etc) with appropriate background and
procedures for meeting the goals of their office.
Contents of the Operating Handbook are maintained by the Executive Board
with input from other members of the Club.
7.3
Publishing Bylaws
These Bylaws shall be
published every year with the club roster.
8.0 AMENDMENTS TO
BYLAWS
8.1
Amendments
A proposal to amend these
Bylaws may be considered at any business meeting by providing written
notification to all regular members 30 days in advance of the business meeting.
Ratification of the proposed change requires approval by a two-thirds
majority of the regular members voting.
8.2
Submission
Any member in good standing
may submit a proposed amendment to the Bylaws.
A proposed amendment must be submitted in writing to the Secretary in
time for publication to all regular members and inclusion in the agenda of the
appropriate business meeting.
8.3
Notification
All
proposed amendments to the Bylaws and other proposals requiring 30 days written
notification to all regular members must be submitted to the Secretary in time
to be included in the two BMRC Tell Tales or eTellTales prior to the business
meeting at which they are to be considered.
8.4
Proxy
A written and signed proxy
shall be accepted from those members in good standing unable to attend the
business meeting. This proxy may be
exercised at the meeting by any member in good standing who holds the proxy.