ARTICLE I
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OF THE
SHEBOYGAN SOCIETY OF SCALE MODEL
RAILROAD ENGINEERS, Ltd.
SHEBOYGAN, WISCONSIN
FOUNDED NOVEMBER 13, 1977
ARTICLE
I
NAME:
The name of the Corporation shall be Sheboygan Society of Scale Model Railroad Engineers, Limited. (Hereinafter referred to as the "Corporation").
ARTICLE II
PURPOSE:
The purpose for which this Corporation is organized, its business conducted and activities promoted, shall be exclusively historical, technical, and educational in nature, as a non-profit, charitable organization as stipulated by Section 501(c)3 of the Internal Revenue Code. In addition, the purpose of the Corporation shall be to:
Promote interest and participation in model railroading at any and all levels.
Educate the general public about model railroading and the history of prototype railroading through various activities conducted by the corporation.
Support the National Model Railroad Association and its various activities.
Maintain a sustaining membership in the National Model Railroad Association.
Recommend individual membership in the NMRA, and encourage participation in its activities, to advance the individuals abilities and skills of model railroading.
ARTICLE III
MEMBERSHIP:
Membership shall be open to any and all individuals subscribing to the purpose of the Corporation.
Individuals become members of the Corporation by virtue of payment of dues, as regulated by the By Laws.
Termination of membership for nonpayment of dues is provided for in the By Laws.
ARTICLE IV
GOVERNING BODIES:
The functions and operations of the Corporation shall be governed by the Board of Directors, who shall be members of the Corporation, and such officers and committees deemed necessary, as set forth in the By Laws.
The Board of Directors shall consist of not less than three (3) members nominated and elected by methods set forth in the By Laws.
The Officers of the Corporation shall be:
President.
Vice-president.
Secretary.
Treasurer.
Terms of office are set forth in the By Laws.
ARTICLE V
ELECTIONS AND MEETINGS:
The election of directors and officers shall be conducted at a general business meeting, scheduled as set forth in the By Laws.
The nomination and election procedure of officers and directors is set forth in the By Laws.
Meetings of the Corporation shall occur on a regular monthly basis, time and location as determined in the By Laws.
ARTICLE VI
AMENDMENTS
1. The Constitution of the Corporation may be amended by the following
procedure:
A. The general membership may start by motion, at a general business
meeting, the amendment procedure.
B. The Board of Directors shall approve any proposed amendments.
C. All regular members shall receive written notice of the proposed
amendment.
D. The proposed change shall be discussed at, at least, two (2) business
meetings prior to voting.
E. A two-thirds (2/3) affirmative vote of the regular membership shall
be required for ratification of the amendment.
F. The President may call a special meeting, with advance notice, for
the purpose of a ratification vote.
ARTICLE VII
DISSOLUTION:
1. In the event of dissolution, the Corporation shall clear any and all
liabilities or indebtedness remaining.
2. Any remaining assets shall be donated to the National Model Railroad
Association, a qualified non-profit, charitable organization, as set forth in the By Laws.
3. Under no circumstance, shall any assets revert to any members, past or present.
Ratified by the membership on the 12th day of June, 1990
Society officers:
Board Director: Gregory Heberlein, RP
Board Director: Richard Potter
Board Director: Brian Harp
President: Gregory Heberlein, RP
Vice President: Terry R. Piaskowski
Secretary: Carter Pawlus
Treasurer: Allen L. Myer
PASSED BY THE MEMBERSHIP ON THE
TWELFTH DAY OF JUNE, 1990
SECTION 1 - MEMBERSHIP
ELIGIBILITY:
Membership is open to any individual interested in Model Railroading and agreeable to the purpose of the Society.
QUALIFICATIONS:
Applicants desiring membership to the Society are required to serve a two (2) month probationary period. Upon completion of this probationary period, a majority vote of a quorum present at a regular business meeting shall approve or deny membership.
TYPES OF MEMBERSHIP:
REGULAR:
Individuals who are actively participating in Society functions, are entitled to vote on Society business matters, vote in elections, hold office, serve on committees, attend any Society function, and are required to pay dues.
ASSOCIATE:
Individual or company that desires to support Society function only through financial support; does not have any voting rights, or the right to hold office, but may attend any Society activity.
HONORARY:
Membership that is bestowed upon an individual by the Board of Directors and majority vote of a quorum present at a regular business meeting. Honorary members do not have any voting rights, may not hold office, or serve on committees, but may attend any Society activity.
Other types of membership may be determined as required by the Board of Directors and approved by a majority vote of a quorum present at a regular business meeting.
PRIVILEGES:
Regular members shall have the following rights:
One (1) vote for business matters and election of officers.
To hold office upon nomination and election.
To serve upon Board of Directors upon nomination and election.
To attend any and all Society activities and functions.
To bring a guest or family member to Society meetings and functions.
DUES:
Members’ dues shall be determined as required by the Board of Directors by rate, schedule, or formula.
Payment, in advance, is due each January and July, and at the time applicant is approved for membership.
TERMINATION OF MEMBERSHIP:
Any member may request termination of membership upon written notice to Board of Directors.
Theft, vandalism, disorderly conduct, or action contrary to the purpose of the Society shall be grounds for termination.
Members causing willful damage to Society or members’ property shall be held responsible for such damage.
ARREARS IN DUES:
The Society shall handle late dues as follows:
Six (6) months; verbal notice from the President.
Twelve (12) months; written notice from Board of Directors.
Eighteen (18) months; termination of membership by action of the Board of Directors.
Individuals may appeal to the Board of Directors in hardship cases.
Payment of all back dues shall constitute automatic reinstatement.
Reinstatement of other past members shall be by majority vote of members at a regular business meeting.
SECTION 2 - MEETINGS
Regular meetings are to be held twice a month at a predetermined location and on a rotating schedule.
Any member requesting a change in the schedule shall be required to make such change in advance and to also notify all other members of said change.
Business shall be conducted at the first monthly meeting; following standard practices.
The President may call additional meetings as required with prior notice.
A quorum of fifty percent (50%) of the membership is required to conduct business or hold elections.
Additional activities may include clinics, film/ slide/ video shows, railfan trips, contest, meets, family events, and/or other items.
SECTION 3 - OFFICERS
BOARD OF DIRECTORS:
The Board of Directors shall consist of not less than three (3) members:
The current President.
Two (2) elected positions.
Term of office for the elected positions shall be two (2) years, based on the calendar year; January 1st to December 31st, such that terms overlap by one (1) year.
DUTIES:
The Board of Directors shall be responsible for the following:
Meet at least two (2) times per year.
To develop and recommend goals and objectives for the Society, based on its purpose.
To review and recommend changes to By Laws as required.
Appoint one (1) member to the Nominations Committee.
Submit minutes of Board of Directors meetings to the Society Secretary to be filed in the records.
OFFICERS AND DUTIES:
The officers and their responsibilities shall be:
President:
To conduct general and business meetings.
To act as official representative of the Society.
To approve and be authorized to sign checks.
To appoint committees.
To generally develop activities and functions of the Society.
Vice-president:
To preside at meetings when the President is absent.
To assist the President.
To coordinate the activities of the committees.
To coordinate meeting schedule with Society members.
Secretary:
To record and maintain minutes of business meetings.
To transact official correspondence.
To maintain address file of all Society members.
Treasurer:
To record and maintain financial transactions.
To collect, deposit, or disburse Society funds as required.
To maintain file of all savings and checking accounts.
TERM OF OFFICE:
The term of office for each officer shall be one (1) year, January 1st to December 31st.
ELECTION PROCEDURES:
Election of officers shall be held at the November meeting. A slate of candidates selected by the Nominations Committee, shall be voted upon using a written ballot. Each member in good standing is entitled to vote. Elections shall be determined by a majority vote. Votes shall be counted, tallied, recorded, and announced.
Both incoming and outgoing officers shall meet together to review matters of the Society.
VACANCIES:
Officers of Directors may submit a letter of resignation if unable to complete full term of office.
The President of Board of Directors may appoint a Society member to fill vacated position for the remainder of the term.
SECTION 4 - NOMINATIONS COMMITTEE
The Nominations Committee shall have at least two (2) members; one (1) appointed by the President, the other appointed by the Board of Directors, to serve a term of one (1) year, based of date of appointment.
The duty of this Committee shall be:
To draw-up a slate of candidates for the Board of Directors and Officers, no later than September.
To distribute list to all members no later than October.
Candidate list shall be reviewed at the November business meeting, at which time, nominations from the floor will also be accepted.
To distribute written ballot, including any nominations from the floor.
To tally and announce results of the election.
SECTION 5 - COMMITTEES
The President of the Society shall have the authority to appoint and establish committees, as required, to assist in the operation of Society functions or activities.
Committees may be granted certain powers and authorities to perform tasks required in their operation.
Committees may be established for either a non-specific or specific period, as determined by the actual function of the committee.
SECTION 6 - AMENDMENT PROCEDURE
The Board of Directors shall recommend any action to amend the By Laws.
Initial action may be started by motion from the general membership.
Each member shall be provided a written notice of proposed changes of the By Laws at least thirty (30) days prior to any discussion at a general business meeting.
Proposed changes shall be discussed at least one (1) general business meeting before any vote is to be conducted.
Approval of proposed change shall require a majority affirmative vote of a quorum present during a regular business meeting.
The President may call a special meeting, with advance notice, for the purpose of a vote on the change of By Laws.
SECTION 7 - DISSOLUTION
In the event of dissolution, the Society shall clear any and all liabilities or indebtedness remaining.
Any remaining assets shall be donated to the National Model Railroad Association, a qualified non-profit, charitable organization.
Under no circumstances, shall any assets revert, by any method or means, to any members, past or present.
Updated Saturday, March 16, 2013