ROSEVILLE ROUNDHOUSE MODEL RAILROAD ASSOCIATION
(a California Not-For-Profit Corporation)
TABLE OF CONTENTS
III BOARD OF DIRECTORS
X DISBURSEMENT OF FUNDS
XIII ROBERTS RULES OF ORDER
XIV BUSINESS MEETING FORMAT
XV TYPES OF MEMBERSHIP
XVI NEW MEMBERS
XVII RESIGNATION OF MEMBERSHIP
XVIII APPOINTMENT TO COMMITTEES
XIX DISCIPLINARY ACTION
XX STRUCTURE OF THE BY-LAWS
XXI MEMBERSHIP FEES
ARTICLE I – OFFICES
The principal office of the Corporation shall be located in Roseville, County of Placer and State of California. The Corporation may also have such offices at such other places within or without the State as the Board of Directors may from time to time determine.
ARTICLE II – MEMBERS
The directors of the Corporation shall be the members thereof.
ARTICLE III – BOARD OF DIRECTORS
- The Corporation shall be managed by a Board of Directors. Each director shall be at least 18 years of age during his or her directorship. The initial Board of Directors shall consist of three persons. Thereafter, the number of directors constituting the entire Board shall be no less than three. Subject to the foregoing, the number of Board of Directors may be fixed from time to time by action of the Directors. The number of Directors may be increased or decreased by action of the Board of Directors, provided that any action by the Board of Directors to affect such increase or decrease shall require the vote of a majority of the entire Board of Directors. No decrease shall shorten the term of any director then in office.
- The first Board of Directors shall consist of those persons elected by the Incorporators or named as the initial Board of Directors in the Certificate of Incorporation of the Corporation, and they shall hold office until the first Annual Meeting, and until their successors have been duly elected and qualified. Thereafter, at each Annual Meeting, the directors shall elect new directors to hold office until the next Annual Meeting. Each director shall hold office until the expiration of the term for which he was elected or until his successor has been duly elected and qualified, or until his prior resignation or removal as hereinafter provided.
- (a) The Board of Directors may remove any director thereof for cause only.
(b) A director may resign at any time by giving written notice to the Board of Directors or to an officer of the Corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board of Directors or such officer. Acceptance of such resignation shall not be necessary to make it effective.
- Newly-created directorships or vacancies in the Board of Directors may be filled by a vote of majority of the Board of Directors then in office, although less than a quorum, unless otherwise provided in the Certificate of Incorporation of the Corporation. Vacancies occurring by reason of the removal of directors shall be filled by a vote of the remaining director. A director elected to fill a vacancy caused by resignation, death, or removal shall be elected to hold office for the unexpired term of his predecessor.
- (a) A regular Annual Meeting of the Board of Directors shall be held once a year. All other meetings shall be held at such time and place as shall be fixed by the Board of Directors from time to time.
(b) No notice shall be required for regular meetings of the Board of Directors for which the time and place have been fixed. Special meetings may be called by or at the direction of the Chairman of the Board, the President, or by a majority of the directors then in office.
(c) Written, oral, or any other method of notice of the time and place shall be given for special meetings of the Board of Directors in sufficient time for the convenient assembly of the Board of Directors. The notice of any meeting need not specify the purpose of such meeting. The requirement for furnishing notice of a meeting may be waived by any director who signs a Waiver of Notice before or after the meeting or who attends the meeting without protesting the lack of notice to him.
- Except to the extent herein or in the Certificate of Incorporation of the Corporation provided, a majority of the entire members of the Board of Directors shall constitute a quorum. At any meeting held to remove one or more directors a quorum shall consist of a majority of the directors present at such meeting. Whenever a vacancy on the Board of Directors shall prevent a quorum from being present, then, in such event, the quorum shall consist of a majority of the members of the Board of Directors excluding the vacancy. A majority of the directors present, whether or not a quorum is present, may adjourn a meeting to another time and place. Except to the extent provided by law and these By-Laws, the act of the Board of Directors shall be by a majority of the directors present at the time of vote, a quorum being present at such time. Any action authorized by resolution, in writing, by all of the directors entitled to vote thereon and filed with the minutes of the corporation shall be the act of the Board of Directors with the same force and effect as if the same had been passed by unanimous vote at a duly called meeting of the Board.
- The Chairman of the Board, if any, shall preside at all meetings of the Board of Directors. If there be no Chairman or in his absence, the President shall preside and, if there be no President or in his absence, any other director chosen by the Board, shall preside.
- Whenever the Board of Directors shall consist of more than three persons, the Board of Directors may designate from their number, an executive committee and other standing committees. Such committees shall have such authority as the Board of Directors may delegate, except to the extent prohibited by law. In addition, the Board of Directors may establish special committees for any lawful purpose, which may have such powers as the Board of Directors may lawfully delegate.
ARTICLE IV – OFFICERS
- The Board of Directors may elect or appoint a Chairman of the Board of Directors, a President, one or more Vice-Presidents, a Secretary, one or more Assistant Secretaries, a Treasurer, one or more Assistant Treasurers, and such other officers as they may determine. The President may but need not be a director. Any two or more offices may be held by the same person except the office of President and Secretary.
- Each officer shall hold office until the Annual Meeting of the Board of Directors, and until his successor has been duly elected and qualified. The Board of Directors may remove any officer with or without cause at any time.
- (a) The President shall be the chief executive officer of the Corporation, shall have the responsibility for the general management of the affairs of the Corporation, and shall carry out the resolutions of the Board of Directors. The President shall make sure that the Corporation maintains its non-profit status (501C3) at all times by making sure all necessary filings are made to the State and Federal Governments.
(b) During the absence or disability of the President of the Corporation, the Vice-President, or, if there be more than one, the Executive Vice-President shall have all the powers and functions of the President. The Vice-President shall perform such duties as may be prescribed by the Board of Directors from time to time.
(c) The Treasurer shall have the care and custody of all of the funds and securities of the Corporation, and shall deposit said funds in the name of the Corporation in such bank accounts as the Board of Directors may from time to time determine. The Treasurer shall, when duly authorized by the Board of Directors, sign and execute all contracts in the name of the Corporation when counter-signed by the President; he may also sign checks, drafts, notes and orders for the payment of money, which shall have been duly authorized by the Board of Directors. The Treasurer shall fill out the necessary forms with the State of California and with the Federal Government to maintain Non-profit status (501C3).
(d) The Secretary shall keep the minutes of the Board of Directors. He shall have custody of the seal of the Corporation, and shall affix and attest the same to documents duly authorized by the Board of Directors. He shall serve all notices for the Corporation which shall have been authorized by the Board of Directors, and shall have charge of all books and records of the Corporation. The Secretary shall maintain and fill out all necessary paperwork (such as insurance, lease information) as required by the Corporation. The Secretary shall keep records of the membership list.
(e) The Marketing Officer shall be responsible for marketing the Corporation’s activities. This includes control of Web page and Facebook content, control of Publicity activities and promoting the Corporation’s Charter and Purpose.
ARTICLE V – MISCELLANEOUS
- The Corporation shall keep at the principal office of the Corporation, complete and correct records and books of account, and shall keep minutes of the proceedings of the Board of Directors, or any committee appointed by the Board of Directors.
- The corporate seal shall be in such form as the Board of Directors shall from time to time prescribe.
- The fiscal year of the Corporation shall be fixed by the Board of Directors from time to time, subject to applicable law.
- (a) All By-Laws of the Corporation shall be subject to alteration or repeal, and new by-laws may be made, by a majority vote of the members entitled to vote in the election of directors, at a special meeting of the members called for such purpose.
(b) The Board of Directors shall have the power to make, alter or repeal, from time to time, By-Laws of the Corporation.
ARTICLE VI – PURPOSE
The Roseville Roundhouse Model Railroad Association (RRMRA) is a non-profit organization dedicated to the preservation and dissemination of railroad historical and technical information, the conduct of scientific model railroad research and the promulgation of technical standards for railroad models. RRMRA shall construct railroad models depicting railroad history, conduct educational programs, sponsor and participate in public shows to provide historical and technical information to the general public, and provide a service to the local community.
ARTICLE VII – MEMBERSHIP
- Any person may apply for membership. For persons under the age of eighteen, a parent or guardian may be required to be present at all times.
- Upon completion of two months meetings and activities and the payment of the application fee, an applicant who agrees to pursue the RRMRA’s goals will be granted permanent membership upon majority vote of the members present at the monthly business meeting and payment of the next month’s dues.
- There shall be no discrimination because of age, race, color, creed or sex.
ARTICLE VIII – ELECTIONS
- The Association officers shall be elected at the March business meeting and serve for a term of one year.
- No officer shall serve more than five (5) consecutive years in any one office.
- The election shall be by majority vote of the members in attendance.
- If a vacancy occurs. It shall be filled at the next business meeting by a majority vote of the members present.
- Elected officers shall assume their responsibilities at the end of the meeting in which they were elected.
ARTICLE IX – MEETINGS
A business meeting shall be held on the first Saturday of each month, except when it falls on a holiday. Then it shall be held on the second Saturday.
ARTICLE X – DISBURSEMENT OF FUNDS
- All funds shall be disbursed by checks with two officers signatures required. None of the organizations assets shall be used for the private benefit of any member or other individual.
- All funds included in the annual budget will not need special approval for checks to be issued. (A motion is not required to pay the bill).
- All expenditures of more than $100.00 not covered by the annual budget must have prior club approval before checks can be issued.
ARTICLE XI – DISSOLUTION
Upon dissolution of the organization, the assets after satisfaction of outstanding debts shall be distributed to a non-profit fund, foundation or corporation devoted to the preservation of railroad history, qualified under Internal Revenue Code 501 (C) (3). Such organization shall be selected by a majority of the members present at a meeting called to discuss dissolution.
ARTICLE XII – QUORUM
A quorum at any meeting of the club shall consist of at least two members of the Board of Directors and five other voting members. A quorum for any executive meeting shall consist of three members of the Board of Directors.
ARTICLE XIII – ROBERTS RULES OF ORDER
This club shall use Roberts Rules of Order as a guide for assuring all meetings are conducted in an orderly fashion.
ARTICLE XIV – BUSINESS MEETING FORMAT
A: Call to order
B: Ratification of minutes of the previous meeting
C: Financial Report
E: Committee Reports
F: Old Business
G: New Business
ARTICLE XV – TYPES OF MEMBERSHIP
The membership of the organization is open to any person who agrees to follow the Bylaws of this organization. There are five classes of membership in this organization. They are as follows:
ACTIVE MEMBER – Any person over the age of 18 years who regularly attends club functions during the year, and whose dues are paid up-to-date.
ASSOCIATE MEMBER – Any person between the ages of 16 and 18 years whose dues are paid up-to-date. These members have full membership and voting privileges. An associate member must have a Parent/Guardian who will be responsible for, and present with them, at all times. The parent/guardian requirement may be modified at the discretion of the club.
TEMPORARY MEMBER – This category is for all new members of the club. This is a two (2) month period for the club members and the new members to get a chance to know each other. At the end of the two months a vote is taken for permanent membership (Active or Associate) by the club members present (Simple majority required).
PROBATIONARY MEMBER – A member whose dues fall in arrears for 3 months will be placed on Probationary Status. A probationary member cannot vote, hold office, or have operating privileges. To be reinstated (within six months) the probationary member must pay all dues in arrears and at least one (1) months dues in advance. A person can only remain in this status for 6 months before being dropped from the rolls and then must reapply as a new member to gain reinstatement.
INACTIVE MEMBER – Any active member may request in writing to be placed on inactive status for six (6) months or longer if approved by membership. An inactive member does not owe dues. They cannot vote, hold office and have no operating privileges. Status must be voted on by the membership of the club. To regain active membership an inactive member must pay the next 2 months dues and will then be reinstated.
ARTICLE XVI – NEW MEMBERS
- New memberships can be attained by completing a membership application and submitting it to the club Secretary with the appropriate initiation fee.
- The application will be noted in the minutes and the applicant recognized at the next regular business meeting.
- Temporary members have no voting privileges in the club.
- SPONSOR – The Sponsor of a Temporary Member is responsible for communicating the operation of the club and the activities and responsibilities of Active and Associate Members during the two month probationary period.
ARTICLE XVII – RESIGNATION OF MEMBERSHIP
A member who desires to resign from the RRMRC may do so at any time by submitting their notice in writing, or by email, to the Secretary.
ARTICLE XVIII – APPOINTMENT TO COMMITTEES
It is the responsibility of the presiding officer to appoint / delegate members to committees to insure success in the operation of the club
ARTICLE XIX – DISCIPLINARY ACTION
- Any member who feels disciplinary action should be taken against another member may bring it to the attention of the membership at a regular meeting.
- If disciplinary action is required it shall be handled in the following manner:
(a) The Board will interview the member bringing the complaint and the member against whom the complaint has been brought;
(b) The matter shall be discussed at a regular meeting. If a majority of the members present agree that disciplinary action is appropriate, they shall also determine the specific penalty
(c) If the member who is the subject of the complaint is not present the Secretary shall notify him in writing of the club’s intended action as well as his rights under subsection 4 below.
(d) Any member who is the subject of a proposed disciplinary action shall have the right to be heard and present additional information for consideration at the next business meeting. If this right is exercised, a new vote on the disciplinary action shall be taken at that meeting. Both the complainant and the subject of the complaint may vote if their membership status carries voting privileges.
ARTICLE XX – STRUCTURE OF THE BYLAWS
- Changes must be offered in writing, at any regular business meeting.
- They will be read under new business and entered into the record without any action taken.
- The Secretary or any club officer shall notify all voting members in writing or by email, within seven (7) days of the proposed changes being offered.
- At the next business meeting, the changes shall be discussed and a vote taken. A two thirds (2/3) majority of the members present is required to adopt the changes.
- Any changes, additions or deletions of the Bylaws shall cause the Secretary to reissue said pages to each member.
- The Bylaws shall carry an index for easy listing and a date of the current issue.
ARTICLE XXI – MEMBERSHIP FEES
- Initiation Fee. The initiation fee of two months dues are payable upon submission of a membership application. If the applicant is applying as an Associate, the initiation fee shall be one half of the above stated fee. These fees are non-refundable.
- Dues. The dues shall be set to meet the need and expenses of the Association. They are payable not less than monthly to the treasurer. Associate membership shall be one half of the active member’s dues. All dues paid shall be non-refundable. Any member who falls in arrears of their dues by more than three months can be subjected to disciplinary action by the club (see article XIX).
- Assessments. Assessments can be levied on any type of membership of the association when the need warrants. Assessments must be approved by two thirds vote of the members present.
- Special Considerations. If a member is in the United States military and is deployed for a period of 16 days or more in any one calendar month, the member’s monthly dues shall be waived for that month.
WE HEREBY CERTIFY this __________ day of ____________, 20 ___, that the foregoing By-laws of Roseville Roundhouse Model Railroad Association were duly ratified and accepted in preliminary form at a general meeting of members, duly called, upon the recommendation of the Board of Directors, held on ____________, 20___ . We also certify that the By-Laws were ratified and accepted in its final form at a general meeting of members, duly called, which was held on ____________ , 20___ .
Keith Waddell ____________________ Date ____________________
Bill Dillon ____________________ Date ____________________
John Eilers ____________________ Date ____________________
John Bowles ____________________ Date ____________________