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Pikes Peak Division Bylaws By-Laws of the Pikes Peak Division, Rocky Mountain Region National Model Railroad Association, Inc. February 2000 ARTICLE I – NAME AND PURPOSE Section 1. Name. The name of this Association shall be Pikes Peak Division of the National Model Railroad Association, Inc., “PPD-NMRA” as an abbreviation. The Pikes Peak Division of the National Model Railroad Association is organized in Colorado Springs, Colorado. It is incorporated as a non-profit organization under the Laws of the State of Colorado. Section 2. Purpose. The purpose of the PPD-NMRA is, in part, to promote, stimulate, foster, and encourage by all manner and means the art and craft of model railroading and the preservation of the history, science, and technology by all legal and appropriate means. The corporation is organized for charitable, educational, literary, and scientific purposes consistent therewith included for such purposes. ARTICLE II – OFFICERS Section 1. The officers shall be the administrative body of the PPD-NMRA. The duties and responsibilities of the Officers is as follows: A. Superintendent. 1) Be the chief executive officer of the PPD-NMRA. 2) Supervise and control its business affairs. 3) Provide for the enforcement of the By-Laws. 4) Appoint such committees as he/she may deem necessary to conduct the work of the organization. 5) Perform duties of a Division Superintendent as set forth by the RMR or the NMRA. 6) Attend all Board of Directors meetings called by the RMR. 7) Suspend, expel, fine, or remove from the status of good standing any member for failure to pay dues or assessments or for other cause, after hearing and decision by the membership. 8) Appoint Committee Chairmen. May establish committees as needed. When the work of a committee is completed, the Superintendent shall formally discharge the committee and this fact shall also be noted in the minutes. B. Assistant Superintendent. 1) Act as a program coordinator, arranging for informational presentation(s) at each meeting. 2) Act in the place of the Superintendent in the event of his/her absence or his/her inability to act. 3) Assist the Superintendent in the performance of the Superintendent’s duties, and in conducting the PPD-NMRA business. 4) Manage PPD-NMRA assets to include maintaining master inventory listings, obtaining inputs from committee chairpersons regarding committees’ holdings, implementing controls to ensure assets are continuously accounted for, and any other such similar duties. 5) Perform such other duties as necessary and called for by the Superintendent. C. Secretary. 1) Be responsible for keeping minutes of all PPD-NMRA meetings and sending copies to all Board of Directors members within ten (10) days of said meetings. 2) Keep the official records of the PPD-NMRA. 3) Give notice of all Regular and Special meetings of the PPD-NMRA. Be responsible for preparation and submission of notices of all meetings and other PPD-NMRA activities to the Editor of the Official PPD-NMRA publication, for publication, as well as general correspondence, except in cases where other member(s) are designated to perform this function. 4) Conduct the correspondence pertaining to the business of the PPD-NMRA. 5) Performing such other duties as the Superintendent may from time to time direct. D. Treasurer. 1) Record those members who choose to become members of the PPD-NMRA by presentation of a current NMRA membership card. 2) Have charge and custody of, and be responsible for, all funds of the PPD-NMRA, and deposit all such monies in the name of the PPD-NMRA in such places and in such amounts as shall be authorized by the Officers. 3) Pay all expenses of the PPD-NMRA, which have been approved by the officers and members. 4) Notify any Member of reason to suspend, expel, fine, or remove from the status of good standing any member for failure to pay dues or assessments. Notify the Superintendent of any member’s dues or assessments that are in arrears, so the Superintendent may take action as provided elsewhere in the By-Laws. 5) Render an accounting to the members at each regular meeting of all monies disbursed and collected. 6) Perform any other duties incident to the office. Section 2. Board of Directors. Board of Directors will act as advisory board to the officers, it will consist of a minimum of two members, one member being the immediate past Superintendent, who will act as the Chairman. The other member(s) will be elected from the membership at large. The Board of Directors will meet as needed. Section 3. Vacancy In the event of a vacancy in the middle of a term, the Assistant Superintendent shall succeed to the office of the Superintendent. All other offices will be filled by special election at the next available meeting. Section 4. Resignation. Any Officer may at any time request resignation from their office. Such requests shall be in writing and addressed to the Secretary, and shall become effective when acted upon by the membership. Section 5. Impeachment. Any Officer may be removed from office by a two-third (2/3) majority vote of all Regular Members voting. Section 6. Honoraria. There shall be no honoraria payable to any Officers or any members of the PPD-NMRA. ARTICLE III – MEMBERSHIP AND DUES Section 1. Any member of the NMRA may become a member of the PPD-NMRA pursuant to these By-Laws. Section 2. There are two categories of membership for which payment of dues is required as follows: A. Regular Membership: Any person age of twenty-one (21) years shall be eligible for regular membership. Persons submitting an application for Regular Membership must furnish proof of NMRA membership at the time of application. B. Youth Membership: Any person age twenty (20) years and under interested in model railroading may become a Youth Member upon application to the PPD-NMRA and payment of a sum (rounded to the nearest half-dollar) equal to two-thirds (2/3) the annual dues for Regular membership. Section 3. Dues. A. The PPD-NMRA may, by vote, charge dues at the rate necessary to take care of its expenses. Such dues, however, shall be in addition to the regular dues paid by each member for membership in the NMRA. B. PPD-NMRA dues payable for membership shall be reviewed annually, as set by the Officers, payable in advance. Every member is expected to pay his/her dues at the January meeting. Members who have not paid their dues by March 1st will be considered in arrears. New member dues will be prorated downward by month, depending upon the month they join. Nothing contained herein shall be construed to prevent the Officers from levying and collecting a special assessment, after ratification by a two-thirds (2/3) majority of Regular Members voting. C. Dues, and portions thereof, are not refundable. Section 4. Membership Benefits. All membership categories shall include a subscription to the PPD-NMRA newsletter, the Milepost, and other materials to be issued as the budget permits. A. Regular Members. All Regular Members shall be notified of all PPD-NMRA sponsored activities, may attend PPD-NMRA functions, are eligible to run for office in the PPD-NMRA, and enjoy full voting rights. B. Youth Members. Youth Members are entitled to all the benefits of Regular Members except that they are not entitled to run for office, to vote in officer elections, or to vote on changes to the By-Laws. Section 5. Good Standing. All members shall be considered in good standing provided NMRA and PPD-NMRA membership is current, unless they are deemed otherwise by the membership. Any member not in good standing shall give up all voting rights and privileges of membership. The member in question may present their case in a “hearing” to the Officers or the Members before action is taken. Membership in the PPD-NMRA may be withdrawn if cause can be shown. Section 6. Hearings Hearings will be held by arrangement with the Officers at a location of convenience, not less than one week before the next meeting. Hearings will be limited to officers and Board Members and parties requesting the hearing. ARTICLE IV – MEETINGS Section 1. Regular meetings shall be held in accordance with a schedule as determined by the members. Section 2. Quorum. A quorum at any regular meeting shall consist of no less than 51% of Regular Members in good standing of whom at least two (2) shall Officers. Section 3. Additional Meetings. Additional meetings may be called by the Superintendent at any time by notifying the membership in writing. Section 4. Meetings of the Officers and Board of Directors may be called as necessary by the Superintendent. Section 5. Reports. At each regular meeting, the Superintendent, Secretary, Treasurer, and any committee chairperson may present a report on their respective activities since the last regular meeting. All reports shall be made a part of the minutes of the regular meetings. ARTICLE V – AMENDMENTS Changes to the By Laws shall be made in the following manner: any member or officer proposing a constitutional amendment must present it at a regular business meeting where it will be discussed and then automatically tabled. The proposed amendment must then be published in full in the next monthly newsletter or an addendum thereto. At the next regular meeting, the amendment will again be introduced for discussion and voted upon. All By Law changes may be decided by a two-thirds (2/3) vote and all other business transactions before the membership may be decided by a simple vote of the majority of the membership present at a regular business meeting or by a mail ballot. ARTICLE VI – VOTING AND ELECTIONS Section 1. Only Regular Members in good standing shall be entitled to vote. Section 2. The right to write-in names not on a ballot shall be preserved. Section 3. In the election of an officer, the candidate receiving the largest number of votes for any given office shall be declared the winner. In the case of a tie, the Superintendent shall have the right to cast the deciding vote. Section 4. On all matters to be voted upon, a simple majority of the votes cast will suffice the question, unless otherwise noted specifically in this article. Section 5. The nominations for Superintendent, Assistant Superintendent, Secretary, and Treasurer made by the Nominating Committee shall be accepted during the November regular meeting. Nominations will be accepted from the floor and verified by the Election Committee. Election of Officers will be held during the business meeting held in December. These elections shall be conducted by secret ballot, unless no opposition exists for any of the four positions. All successful candidates shall take office on January 1st following their election. Section 6. Length of Office. The Superintendent, Assistant Superintendent, Secretary, and Treasurer shall hold office for one (1) year, or until their successors have taken office. ARTICLE VII – AUDITS Section 1. Prior to and for acceptance at the April meeting, an audit shall be made of the books of the PPD-NMRA for the preceding calendar year. The audit shall be performed by a member who is neither the current Treasurer nor the Treasurer for the period being audited. This audit must be presented at the April meeting and included in the minutes. If the Treasurer is replaced before his/her term ends, the succeeding Treasurer must have an audit made within sixty (60) days of the time he takes office. Section 2. Special Audit. By means of a special motion passed at a regular meeting by a two-third (2/3) 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. ARTICLE VIII – INCOME AND EXPENSES Section 1. The Committee Chairman for a PPD-NMRA activity in which monies shall be collected is responsible for the collection of said monies and an accounting of such to the Treasurer for the purpose of depositing in the PPD-NMRA treasury. Section 2. General administrative business expenses shall be approved by Officers prior to being paid. Large, unexpected expenses must be approved by the membership, by vote at a meeting. Section 3. Authorized signatories on the Division bank account shall be kept to a minimum but shall be no less than two. Section 4. The Officers shall develop an annual financial budget that covers all anticipated income and expenses for the next calendar year. This financial plan shall be voted on by Regular Members at the December regular meeting. ARTICLE IX – DIVISION PROPERTY Section 1. Property Interest. No member shall have any right of interest, whether legal or equitable, to any asset, claim, or property held or owned in the name of the PPD-NMRA. Section 2. The Officers shall maintain an inventory listing of all Division property. Committee chairpersons responsible for inventory shall maintain a current listing of property under his/her control and provide a copy of that listing to the Superintendent when that listing changes. ARTICLE X – DISSOLUTION Section 1. - In the event of dissolution of the corporation, the Board of Directors shall, after paying all of the liabilities, dispose of all of the assets of the corporation exclusively for the purposes of the corporation in such manner or to such organization operated exclusively for charitable, educational, or scientific purposes as shall qualify as an exempt organization under Section 501(c)(3) of the IRS Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Directors determine. |