Bylaws of the Northern Virginia NTRAK Club
SECTION 1. Name. The Club shall be known as Northern Virginia NTRAK.
SECTION 2. Objective. The Corporation is organized exclusively for educational purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, and specifically to promote all facets of the railroading hobby, and in particular, N-scale modular model railroading. The Corporation was not organized for, and does not contemplate pecuniary gain or profit to the Members thereof. No part of the Corporation’s net earnings shall inure to the benefit of any person having a personal and private interest in the Corporation. Notwithstanding any other provisions of these articles, this Corporation shall not carry on any activities not permitted to be carried on by an organization exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code of 1986.
SECTION 3. Fiscal Year. The fiscal year of the Club shall be from January 1 to December 31.
SECTION 4. Amending the Bylaws. Bylaws may be amended by:
(a) a 2/3 majority vote of the Board of Directors, subject to approval of a simple majority (>50%) of the membership present at the next annual or special meeting, or
(b) a 2/3 majority vote of the membership at any annual or special meeting at which a quorum exists.
SECTION 5. Dissolution. The Club may be dissolved at any duly called meeting at which a quorum exists subject to a two/thirds (2/3) majority vote of those members eligible to vote. Upon dissolution of the Corporation, all corporate assets shall be auctioned off in a public auction and the proceeds donated to the NTRAK Modular Railroading Society, Inc, a non-profit corporation incorporated in the State of California, and dedicated to fostering the growth of N-scale modular model railroading.
SECTION 6. Eligibility of Members to Vote. All members-in-good-standing, as defined in ARTICLE IV are eligible to vote on the basis of one vote per member. Proxy votes shall not be accepted. The member must be present to vote.
SECTION 1. Quorum. A quorum shall consist of twenty-five percent of members-in-good-standing being in attendance at a duly called meeting. Any meeting at which a quorum is not present may not transact Club business.
SECTION 2. Adjournment. Any meeting of the members, whether or not a quorum is present, may be adjourned by a vote of a majority (>50%) of the members present. No further business may be transacted following adjournment.
SECTION 3. Classes of Meetings. Meetings of the Club shall be classified as follows:
(a) An Annual Meeting shall be held at the start of the fiscal year for the purpose of electing a Board of Directors.
(b) Regular meetings shall be held the third Sunday of the month for the purpose of furthering the Club’s objective.
(c) Special meetings shall be held following at least two week notification of members by either phone, email, or first class mail, on those occasions deemed necessary by the President, the Board of Directors, or any three or more Regular Members with Club business or concerns to present for action.
(d) Work sessions shall be held as deemed necessary or desirable by the President, the Board of Directors, or any three or more Regular Members to perform tasks or planning which may be necessary to further accomplishment of the Club’s goals and/or activities. No other business may be conducted and no actions shall be taken at such work sessions.
(e) Club shows shall be scheduled by the Board and shall be published in the Call Board and on the Northern Virginia NTRAK web page. Should a proposal for a show come up when there is insufficient time for publication in the Call Board, the member proponent for the show shall notify the President. Upon approval by the Board, the Superintendent and/or proponent acting as event coordinator, shall contact sufficient interested members to set up an appropriate layout at the show.
SECTION 4. Parliamentary Procedures. Meetings shall be governed by the current revision of Robert’s Rules of Order.
SECTION 1. Board of Directors. The Board of Directors shall be responsible for governing the activities and meetings of the Club. All Club powers not specifically prohibited shall be vested in the Board of Directors. The Board of Directors shall consist of seven members-in-good-standing elected in accordance with SECTION 2 below.
SECTION 2. Elections. Elections of members of the Board of Directors shall occur at the Annual meeting of the Club or, if a vacancy occurs, at the first annual or special meeting following the creation of such vacancy. Nominations shall be accepted from the floor subject to acceptance of the person nominated and, after nominations have been closed, voted upon by the members-in-good-standing present. A plurality of votes is necessary for election.
SECTION 3. Officers. Officers shall be selected by and from the duly-elected Board of Directors following the election of the Board of Directors. Officers may not be selected without their consent. Titles and duties of Officers shall be:
(a) President. Shall preside at all Annual, Business and Special Meetings, and at all Board Meetings. He shall appoint all committees and temporary or special officers and shall be a member ex-officio of all committees he appoints. He shall be responsible for the overall conduct and planning of the Club activities.
(b) Treasurer. Shall have custody, and keep account of all Club financial assets. He shall present to the Board of Directors a statement of such funds and properties as may be required, and shall preside at any meetings from which the President is absent. He shall be responsible for collection of dues and fees, and shall be responsible for certification of members-in-good-standing for voting purposes.
(c) Secretary. Shall keep accurate minutes of all Club and Board meetings, and shall be responsible for notification of Club members regarding meetings and activities. He shall handle Club correspondence and be responsible for informing members of any changes to Club Bylaws and/or Rules. He shall preside at any meetings from which the President and Treasurer are absent. The Secretary shall keep the official records of the Club.
(d) Superintendent. Shall be responsible for coordination of all Club operating layouts and shows. He shall coordinate with the Board, manager of the show, and the members. If the time or location of a layout changes or a change in the layout occurs, after notice has been given in the Club newsletter, the Superintendent will notify all members that have signed up to attend. He shall have authority to enforce NTRAK standards and all Club Operating Rules. The Superintendent shall have the authority to bad-order any Club member’s layout module or rolling stock that does not meet the NTRAK standards and Club Operating Rules. The Superintendent shall preside at any meetings from which the President, Treasurer and Secretary are absent. The Superintendent shall keep members up-to-date on NTRAK standards revisions. He may appoint any willing member of the Club to be an “event coordinator” and act as his designated representative for a specific event.
(e) Director-At-Large. The remaining three positions on the Board shall be designated Director-At-Large. Duties of Directors-At-Large are to take over duties of officers during their absence, handle publicity for the Club, and serve as committee chairmen when so directed by the President.
SECTION 4. Terms of Office. Term of office for Directors shall be two years, and elections shall be staggered to prevent a complete change of Directors in any one year. In order to promote the sharing of responsibilities within the Club, Directors are limited to two consecutive terms of office. Term of office for Officers shall be one year, with limitation of consecutive terms subject to consent of the Officer and the above limitations on consecutive terms by a Director.
SECTION 5. Board Meetings. Meetings of the Board of Directors shall be held at least quarterly at the call of the President and the convenience of the members of the Board with at least three days notification to all Board members.
(a) Presence of a majority of the Directors shall constitute a quorum at such meetings, which shall be restricted to the conduct of routine Club business relating to the duties of the Officers.
(b) Adjournment of Board meetings shall be at the vote of a majority of Board members present or at the withdrawal of sufficient Board members to leave less than a quorum.
(c) All Board meetings shall be open to the Regular Membership, although it is up to the discretion of the Board whether or not a non-Board member is permitted to address the Board meeting.
(d) A majority of Board members present is required to pass any action at Board meetings.
(e) At the discretion of the President, and the consent of the other Board members, emergent issues, arising between scheduled Board meetings, may be discussed and voted on electronically. Four of the seven members of the Board must vote in the affirmative for an issue to pass electronically.
SECTION 6. Encumberment of Funds. All expenditures require two signatures of Club officers.
SECTION 7. Impeachment Procedures.
(a) Impeachment proceedings may be brought against Club Officers for the following reasons:
(1) Extended negligence of duties. Negligence is defined as any dereliction of duty that is related to one's responsibilities.
(2) A lack of desire to serve in the best interests of the Club.
(3) An inability to perform in the best interest of the Club, or an inability to properly represent the members of the Club.
(b) Any Regular Member may request impeachment proceedings against a Club Officer. Such request must be submitted in writing to the Board in order to initiate proceedings. Such request must include explicit reasons for which impeachment procedures are requested.
(c) Within thirty (30) days of receipt of such request, the Board shall designate a Committee not comprised of any Officers to investigate the matter. The Committee shall number no less than five (5) Regular Members, and not more than nine (9) members.
(d) The Committee shall determine whether sufficient cause exists to remove the Club Officer. A majority vote (>50%) of the Committee is required to proceed to a Club vote.
(e) The Club will be notified of the impeachment proceedings by mail or e-mail. Notification will include explicit reasons for which impeachment proceedings have been brought against the Club Officer and that the Committee has found sufficient cause to initiate a Club vote. The notification will specify the date, time and place of the Special Meeting to consider impeachment.
(f) Voting will be done at a Special Meeting called to consider impeachment. A two-thirds vote is required to remove a Club Officer. The Club Officer against whom impeachment proceedings have been brought may not vote.
(g) In case of impeachment, the vacant office will be filled in accordance with Article III, Section 2.
SECTION 1. Eligibility for Membership. Membership is open to any person actively engaged, or desirous of becoming engaged, in the hobby of N scale model railroading subject only to the limitations of membership classifications cited below.
SECTION 2. Classification of Members. The following classification of members, with limitations as specified, shall be used:
(a) Regular Membership shall include full membership rights and responsibilities. Regular Members must be at least 16 years of age. In addition, to remain a Regular Member-in-good-standing, the individual must acquire a standard NTRAK module, or modules compatible with the TTRAK, Nn3, or oNeTRAK subdivisions, within one year of becoming a Regular Member.
(b) Family Membership is automatically bestowed upon the immediate family (spouse and children) of any Regular Member. Family Members may attend any Club meetings and enjoy all rights and responsibilities of members except the right to vote.
(c) Honorary Membership may be bestowed upon an individual by a majority vote of all Regular Members-in-good-standing. Criteria for Honorary Membership include significant contributions to the Club by a determination of a majority of the Regular Members-in-good-standing. Honorary members enjoy full rights of membership.
SECTION 3. Rights of Members. Members-in-good-standing shall, subject to the limits of membership classifications above, enjoy the following rights:
(a) Voting on Club business on the basis of one vote per member.
(b) Connection of personal NTRAK modules to the Club layout and operation of equipment on the Club layout. (see CLUB STANDARDS, Section 7, Operating Rules)
(c) Participation in Club activities.
(d) Attendance at all Club meetings and other functions.
SECTION 4. Responsibilities of Members. Members of the Club shall have the following responsibilities, subject to limitations of membership classification:
(a) Maintenance of member-in-good-standing status by paying dues as specified.
(b) Adherence to Club Operating Standards.
(c) Attendance at Club meetings and other functions.
(d) Participation in Club activities.
(e) Promoting Club goals and activities.
(f) Voting on Club business.
(g) Acceptance of majority rule even when counter to one’s own desires.
(h) Cooperation with others.
(i) Honesty and integrity and respect for the rights of others.
(j) Reasoned opposition or objection to Club activities or policies or goals in a timely manner, instead of after-the-fact complaining.
(k) Performance of duties or tasks to which one may be assigned or for which one may volunteer.
SECTION 5. Application for Membership. Application for membership shall be made by the payment of the dues and fees specified in Club Operating Standards
SECTION 6. Suspension/Dismissal. Members in arrears in payment of fees, in violation of Club Operating Standards, or who have not fulfilled responsibilities of membership are subjected to suspension or dismissal at the option of the Board of Directors. Suspended or dismissed members will be refunded their dues on a prorated basis.
SECTION 7. Reinstatement. Reinstatement of suspended/dismissed members shall be subject to majority vote of the Board of Directors and must take into account all of the criteria for acceptance of new members. Application for reinstatement must include payment of the dues and fees assessed during the period of suspension/dismissal.
SECTION 8. Club Responsibility. The Club shall accept financial responsibility for property loaned to it providing consent to the loan has been obtained from the Board of Directors in advance of the loan itself. Neither individual Club members nor individual members of the Board of Directors shall be responsible for any liability or action against the Club. The Club shall not be responsible for;
(a) the property of members or visitors left deliberately or inadvertently on the Club’s meeting sites
(b) the property of suspended or dismissed members left on Club meeting sites
(c) any damage caused to the belongings of members or visitors while attending Club meetings or activities which is determined by the Board of Directors to have been preventable by diligence on the part of its owner.
(d) any injury occurring to a member or visitor or guest which is due to negligence on the part of that person.
SECTION 9. Size of Membership. Membership shall remain open.
Adopted by unanimous vote of the members on November 4, 1992.
Amended November 1993, May 1994, January 1998, August 1998, November 2000, and January 2011.
CLUB OPERATING STANDARDS
The following Club Operating Standards are hereby adopted and are subject to revision by a vote of a majority of the members-in-good-standing or by a majority vote of the Board of Directors, with the exception of Rule 2 which requires a majority vote of the Board of Directors and a majority vote of the members-in-good-standing at a meeting where a quorum is present.
1. Housekeeping. Each member shall be responsible for maintaining a clean work area during Club meetings and activities. Each member is also responsible for general cleanup after Club meetings or activities.
2. Dues. Club dues are established by a majority vote of the Board of Directors and the club membership.
3. Smoking. Smoking is prohibited at all Club meetings and activities.
4. Module Standards. Unless a waiver of specific deviations is granted by the Superintendent, all Club modules must conform to the NTRAK module standards so stated in the most recent revision of the NTRAK Module “How To” Book. For modules built for the TTRAK, Nn3 or oNeTRAK subdivisions, modules must conform to the NVNTRAK modified national standards. The Club Superintendent has authority to enforce module standards, to bad-order non-compliant modules, and to prohibit non-compliant modules from being connected to the Club layout.
5. Club Documents. All Club documents, draft or otherwise, shall be dated with month and year.
6. Publicity. Articles written by a member representing the Club’s activities should be edited and approved by the Board to the extent that it is possible to do so. This ensures accurate information and conformance to Club standards.
7. Operating Rules. The following Rules shall apply for operation at all shows and operating sessions:
(a) All members are to assist in the preparation and transportation of modules and ancillary equipment to and from shows, including setup at the show and takedown after the show.
(b) No person shall setup, takedown, or operate his trains on the common tracks of the Club layout without permission from the Superintendent or his designated representative. The Superintendent or his designated representative shall maintain a sign-up log for each setup session or show. Members must sign up for specific time slots and tracks for running their trains. At all times, the Superintendent or his designated representative shall have authority to alter a member’s requested time or track to meet operating schedules.
(c) No train shall be in motion on community trackage without a responsible engineer monitoring the throttle and the track.
(d) All members participating in a show shall take a scheduled shift at attending the throttles or working with the audience.
(e) Guest modules shall be permitted at the discretion of the Superintendent and after inspection to insure conformance to NTRAK standards. The owner of the guest module is also permitted to sign up to run trains in the regular rotation with members. Visitors who do not bring modules will be permitted to operate their trains on a case-by-case basis. Testing of visitors’ equipment will only be done on yard or setup tracks unless the equipment is of great interest and members want to see it run with main line trains.
(f) Visitors or guests may not operate trains or control throttles at any Club setup except under the supervision of a Regular Member who has signed up for the track time and, provided such operation does not prevent Regular Members from operating their trains.
(g) Modules may not be removed at any time from the Club layout. No exceptions are permitted. Removal and insertion of a module prohibits the operation of trains and reduces the enjoyment of the public at shows. Once a module is committed to a show or setup session, the module must remain in the layout until conclusion of the show or session.
(h) A member planning to bring modules to any Club setup should notify the Superintendent or the designated event coordinator at least a week before the event. A plan for the layout will be made from this list. Anyone with a change of plans must notify the Superintendent or event coordinator at least 48 hours before the layout date.
Approved January 16, 2011
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