|
Bylaws Of The Board Of Directors Of The Wisconsin Southeastern Division
The National Model Railroad Association, Inc.
Article I - Division Office
1. The Division shall have its principal office at the address of the then current Superintendent or such other address as may be directed by the Board of Directors.
2. The Division may also have offices at such other places as the Board of Directors shall temporarily require.
.
Article II - Authority And Purpose
1. The authority for the within Bylaws is derived from the Constitution of the Wisconsin Southeastern (WISE) Division, Midwest Region (MWR), the National Model Railroad Association, Inc. ( NMRA ) under Article IX.
2. The purpose of the WISE Division is:
A. To promote model railroading in southeastern Wisconsin .
B. To hold Divisional meetings and clinics.
C. To sponsor model railroad contests.
D. To establish a close relationship between the WISE Division, the MWR, and the NMRA .
E. To engage in the preservation, perpetuation, and enjoyment of the hobby of model railroading, rail fanning, and education generally of the history of railroading in the United States and, where appropriate, throughout the world.
F. To engage in charitable (as defined in sec. 501(c)(3) of the Internal Revenue Code of 1954, as amended) activities, including, but not limited to, providing funding for historical associations, scholarships, model railroads, museums, and other charitable organizations affiliated with or desiring to learn more about railroading and model railroading.
Article III - Meetings
1. The Annual Meeting of the WISE Division shall be held between April 1st and May 30th of each year.
2. Any club or organized group wishing to sponsor a meeting of assemblage of the WISE Division must submit a bid form to the Board of Directors (BOD) at least six months in advance.
3. The BOD shall have the authority to approve all bids for meetings and assemblages.
4. The organization inviting a Divisional meeting or assemblage is understood to be financially responsible for all or any debt incurred.
5. Parliamentary procedure as set forth in Robert's "Rules of Order" shall govern all meetings.
6. Upon petition of at least ten members from each of two or more counties within the WISE Division, the BOD must, within sixty days, call a special meeting of the general membership of the Division. Such special meeting must be published to all the membership and shall have the right to revoke any action taken by the BOD. Any such petition for a special meeting must specify the exact purpose of the meeting and this purpose must be transmitted to the membership prior to the special meeting.
Article IV - Management
1. The term "general and direct management" as it appears in Article VI of the Constitution shall mean the basic establishment of the rules and regulations by which policy decision may be made. Such rules are set by the BOD as defined therein.
2. The BOD may meet at the call of the Superintendent provided (A) the officers and directors were informed by first class mail at their last known NMRA address at least fifteen days prior to such meeting, or (B) the date, time, and place of the meeting was announced at the previous BOD meeting.
3. Any four members of the BOD may petition the Superintendent for a special meeting, in which case, upon receipt of a signed petition to this effect, the Superintendent must call a meeting within 60 days. When the Superintendent calls a special meeting, the notice mailed to the officers and directors must include the agenda for the meeting and the BOD shall not deviate from this agenda during the meeting unless the directors and officers present approve the deviation by a two-thirds majority.
4. All meetings of the BOD shall be conducted under Robert's Rules of Order unless otherwise defined in these Bylaws.
5. The annual budget shall be prepared by the Superintendent and Paymaster, and shall be submitted to the BOD as required by the Constitution no later than February 15 for consideration and subsequent presentation at the annual meeting.
6. Such property as owned by the WISE Division shall be entrusted to those members as the Superintendent sees fit unless such action is overruled by the BOD. An inventory of said property shall be compiled and maintained by the paymaster.
7. Such money as shall be held by the Division shall be placed in a secure bank of the Paymaster's choice as long as such choice meets with the approval of the BOD.
Article V - Board Of Directors
1. The BOD shall consist of the four officers and not less than five or more than fifteen directors, selected as defined in the Constitution.
2. All Officers of the WISE Division shall be elected or appointed as defined in the Constitution.
3. The immediate past Superintendent shall be an ex-officio member of the BOD for one year after leaving office.
4. The ex-officio member of the BOD shall have no vote on the BOD. Nothing in these bylaws should be construed, however, from preventing the immediate past Superintendent from serving the WISE Division in other capacities and thereby gaining a vote.
Article VI- Officers
1. The Officers of the WISE Division shall be a Superintendent, an Assistant Superintendent, a Chief Clerk, and a Paymaster.
2. The duties of the Officers shall be as follows:
A. The Superintendent shall preside over all meetings of the membership and the BOD of the WISE Division, shall have the management of the business of the Division, and shall see that all orders and resolutions of the board are effected.
B. The Assistant Superintendent shall aid and assist the Superintendent.
1) In the event the Superintendent shall vacate the office, or shall be removed from office, the Assistant Superintendent shall assume the duties of the Superintendent.
2) In the event of unusual circumstances, the Superintendent may relinquish the duties of the office to the Assistant Superintendent for a specified length of time.
C. The Chief Clerk shall be responsible for accurate and legible minutes of each meeting of the membership and BOD of the WISE Division. These minutes shall be made public to all members of the WISE Division.
1) The Chief Clerk shall also be responsible for the Bylaws as defined in the Constitution. Such Bylaws shall be kept in a separate book and made available upon the request of any member, Director, or Officer.
2) The Chief Clerk shall also be responsible for the History of the Division. Such History shall be kept in a separate book.
D. The Paymaster shall be responsible for all monies of the WISE Division, taking in funds received, making payments as necessary and maintaining full and accurate records of all transactions and the inventory of division property. The Paymaster shall make quarterly reports to the BOD and shall assist the Superintendent in the preparation of the annual budget.
1) Upon request of a majority of the BOD, the Paymaster shall execute to the Division a bond in such sum or with such surety or sureties as the board may direct, conditioned upon the faithful performance of the duties of the office and including responsibility of negligence and for the accounting for all property, funds, or securities of the Division which may come into the hands of the Paymaster. The costs associated with the execution of such bond shall be borne by the Division.
Article VII- Elections
1. The election of Officers shall be as follows:
A. The Superintendent shall appoint a nominating committee at least ninety days prior to the Annual Meeting.
B. At least thirty days prior to the Annual Meeting, the nominating committee shall present at least one candidate for each office to the BOD.
C. The Superintendent shall cause the publication of the nominations to the membership, either in advance by mail, or by announcement at the outset of the Annual Meeting. Names of the nominees shall appear alphabetically by office.
D. At the Annual Meeting, the current Superintendent shall call for nominations from the floor. The Ballot Chairman shall record each nomination as received; no second is required. After the Superintendent has asked three times for further nominations, it shall be in order for a motion to close the nominations.
E. For all offices for which there is only one candidate, the Superintendent shall instruct the Ballot Chairman to cast a unanimous ballot in favor of the nominee.
F. For all offices for which there is more than one candidate, the Superintendent shall instruct the Ballot Chairman to distribute a secret ballot to the membership. The Ballot Chairman shall distribute, collect, record, and announce the outcome of the ballot.
G. In the event of a tie vote, the Ballot Chairman shall announce the occurrence of the tie vote and shall conduct a lottery among the candidates with the highest identical number of votes. This lottery shall be by the drawing of straws or the toss of a coin.
H. The newly-elected Officers shall assume their duties on June 1 in the year following the elections. Terms for the four current officers shall end at the time the newly elected officers assume their duties.
Article VIII- Committees
1. The following standing committees shall be established as listed below in addition to those assignments detailed in the duties of Officers in Article VI of these Bylaws.
A. Division Meets - responsibility of one or more Directors.
B. Division Newsletter - responsibility of a Director.
C. Finance Committee - responsibility of the Paymaster.
D. Trainfest - responsibility of a Director.
E. Membership Promotion - responsibility of a Director.
F. Achievement Program - responsibility of a Director who is also a member of the MWR Achievement Program Committee and is Division Chairman of Contest Judging.
G. Video Tape Collection - responsibility of a Director.
H. Division Meet Contests - responsibility of a Director
I . Division Meet Layout Tours - responsibility of a Director
J. Division Special Events - responsibility of a Director
2. The standing committees shall be responsible to the Superintendent and the Board of Directors for all activities within the framework of their committee.
3. In addition, the Superintendent may form whatever other committees are necessary for the WISE Division.
Article IX- Policy
1. The policy of the WISE Division shall be established by the BOD.
A. Policy may be established in any area not specifically restricted by the Constitution and Bylaws.
B. Any motion so ordered and carried on the floor of a BOD Meeting shall become the policy of the WISE Division.
C. The Chief Clerk shall keep a file of all motions so carried.
D. Policy may be carried, amended, or disbanded by a simple majority vote of the BOD members present or represented by proxy and voting.
Article X - Amendments
1. These Bylaws may be amended by a simple majority of the members of the BOD present or represented by proxy and voting, providing notice of intent to amend has been sent out to all members of the BOD at least ten days prior to the called meeting.
2. In the event that prior notice to amend had not been given to the membership of the BOD, a simple two-thirds vote of approval to set aside the rules must be secured before said amendment may be presented on the floor.
Adopted by the Board of Directors, April, 2009
|
