Constitution and by-laws of the Saint Charles Model Railroad Club
Adopted  1982.
Revised 1987, Revised 1995, Revised 1997, Revised 2019

 

 
Article I    Cooperation Name and Mission
 
1. The formal name of the cooperation is the 'Saint Charles County Model Railroad Club’, a not for profit cooperation formed in the Year of our Lord, One Thousand Nine Hundred and Eighty One, in the County of Saint Charles, State of Missouri.
2. The mission of the cooperation is: 
    To enhance the enjoyment of the hobby for the members through the discussion of history and current events in the hobby through study
    of prototype railroads so that the members may apply that knowledge to their modeling, and to provide a forum where new ideas and
    techniques in modeling may be explored. Further, to advance the hobby, through demonstration, by educating the interested public so
    that they may also become members and enjoy the hobby.

 
Article II    Membership
 
A. Statement of Non-Discrimination
 
 1. Membership will not be limited on the basis of race, color, sex, physical handicap or religion.
    
B. General Qualifications

1. An applicant must attend at least two regular business meetings within a 4 month time frame.  (one of the meetings can be the annual business meeting). A vote of acceptance for membership will then be taken at the applicant’s third meeting by the attending members.  A report on the prospective member may be presented by the executive committee and facts may be presented by any sustaining member in attendance to support or reject the applicant. Acceptance by the membership is contingent on majority vote by the members present.  
2. Applicants for membership do not have voting rights nor can they make proposals during their two initial meetings.
3. A mentor will be provided with a check list to introduce the new member on the operation of the layout and its rules. 
4. Prior members who left the club through resignation in good standing will be re-admitted upon payment of the current year dues and a majority vote. Members who resigned from the club either during a period of sanction or having had two or more sanctions imposed during the last 24 months of membership shall be subject to the new member application process.
 
C. Membership 

     This corporation shall have three classes of members, “Sustaining membership”, “honorary membership”, and “junior membership”.

Sustaining Membership shall be open to all persons, eighteen (18) years of age or older. who have demonstrated a serious interest in the hobby of model railroading, and who have met the general qualifications, upon the payment of prevailing dues, and acceptance by majority vote of the club membership at a regular business meeting. From these members the board of directors are elected to conduct the affairs of this entity.

Junior Membership: shall be open to all persons ages six (6) through eighteen (18), who have demonstrated personal interest
                in the hobby of model railroading, who have demonstrated respect for the property of other members, and who have met the general
qualifications, upon payment of the prevailing dues, and acceptance by majority vote of the membership at a regular business   meeting. 
Any Junior Membership under the age of twelve (12) must have a parent or guardian as a “Sustaining Member” of the club.
Any Junior Membership must have a parent or guardian when present during any affiliation of the club. 

Honorary Membership: They are those individuals supporting the goals of this cooperation. They are open to any person upon acceptance by a majority vote of the club membership at a regular business meeting.
                Honorary members do not pay dues or have voting rights, nor are they eligible to hold club office.
 
F. Good Standing
 
 1. A member shall be considered in good standing when their dues are not in arrears in excess of sixty (60) days.
 2. Restrictions:
    Newly accepted members shall be assigned a mentor who will be responsible to familiarize the new member with:
Access to the building including lock, lights, power supply to the layout, and computer operations.
Operating rules including requirements for personal rolling stock and locomotives.
Restrictions on train length and respect for other members train on layout.
Cleanliness of storage boxes, toolboxes and transport totes while setting up and putting away of trains and storage under the layout.
Work nights.
Operation during public display hours.
Special interest operations group.
Maintenance log.
Reporting of damage to layout. 
A door code will be assigned to the member after completion. 

3. Sanctions

     The executive committee will publish a list of sanctions available for enforcement to include but not limited to suspension, expulsion, and financial responsibility for intentional damage to club or individual member’s property.  A procedure for a member to express concerns of another member’s conduct shall be established.  Reports either verbal or preferably in writing will be investigated by the Executive Committee and statements obtained from all involved parties. Statements should document date, time and the reason for concern.  If the concern is deemed founded by the Executive Committee, then the Executive Committee will notify the parties involved in the dispute. The Executive Committee will report its findings at the next membership meeting and recommend an appropriate sanction.  Behavior that could result in submission of a report of inappropriate behavior include:
Threats of physical, verbal, implicating or written (e-mail, blog) abuse of a member by another member.
Willful destruction of club or a members personal property.
Disorderly conduct, especially during public viewing hours.
Flagrant disregard of others during operations, either public or private hours that result in substantial damage to trains or the layout.  Trains must remain under the control of the operator who is responsible for safe speed and distance. 
Insubordination, willful disobedience of the Superintendent, Executive Committee or majority vote of the membership with regard to operation, design, additions, changes, or construction of the club layout.
Brining more than 1 guest to run/operate.
Not securing the building on the way out (locking up).
Handing out door code/keys to others.

The Executive Committee will recommend a sanction it believes is appropriate to the behavior.  Threats of violence should receive swift action and may be imposed by the Executive Committee without prior approval of the membership.  Willful destruction of club property will, at a minimum, requires restitution from the individual causing the damage. The Executive Committee may make a recommendation to the membership for additional sanctions.  Motions for sanction shall be presented to the membership by the Executive Committee and shall be deemed to have been seconded as long as majority (3 of 4) members of the Executive Committee are in agreement to present sanctions.   If the Executive Committee is tied, the motion for sanction must come from the floor by a member not involved in the action.  The membership must approve sanctions (other than those for threats of violence) by the Executive Committee by a vote of 2/3 of the members present at the meeting. Following imposition of sanctions by the membership there is no appeals process.  Periods of suspension will be determined by the Executive Committee for a period not to exceed twelve (12) months and will be based on the severity of the offense and the member’s history of conduct.  Prior suspensions may be considered in the term of suspension.  Expulsion should be considered for any act of violence or willful destruction of property and may be considered for members who are repeat offenders.
 Article III   Club Meetings
 
A. Meetings
 
 1. Regular business meetings shall be held monthly at a place and date designated by the president. Meetings shall start at 7:00 PM. 
     A Quorum of the club membership shall be met for business to be conducted.
 
 2. Special meetings may be called by the club officers or by a majority vote of the club membership. A Quorum of the club membership
     shall be met for business to be conducted.
 
 3. Annual business meeting shall be held during the month of May. The date and location of the meeting shall be designated by the
     president. The meeting shall start at 7:00 PM. A Quorum of the club membership shall be met for business to be conducted.
 
 4. If due to unforeseen circumstances the date of a meeting needs to be changed, or in the event of a special meeting. All club members shall                be notified of the meeting by e-mail or telephone by the secretary. 
 
 5. Meetings will be train related business only.

B. Quorum
 
 1. A Quorum shall be defined as 

    1.) 50% of the membership in good standing of which at least 2 of those members in attendance are club officers when the total membership            does not exceed 20 or

    2.)10 members in good standing of which at least 2 of those members in attendance are club officers when the total membership exceeds 20.
 

C. Parliamentary procedure

 1. Meetings may be governed by standard parliamentary procedure as set forth in the latest revision of “Roberts Rules of Order”, in the event that a point or situation is not covered or resolved in meetings or by-laws.

 

Article IV          Voting Rights
 
A. All Sustaining and Junior members in good standing shall be entitled to one vote.
 
B. Honorary members and membership applicants are not allowed to vote.
 
C. A majority vote, at a meeting where a Quorum is present, shall be required to conduct business, except that a two thirds majority of all club members in good standing shall he required to amend or revise the club constitution and by-laws 

D. A vote may be cast in person or by written and signed Proxy.

 

Article V           Officers
 
The elected officers of the club shall consist of a President, Vice President, Secretary, and Treasurer. These offices shall have a term of one year.
Be a member in good standing, for at least one(1) year prior to nomination. 
Must be in the club for one(1) year and over eighteen(18) years old to be eligible to run for office. Three(3) years for president. 

   
 
B. Elections of the club officers shall occur at the Annual Meeting,
    The candidate with the greatest number of votes shall be considered elected, and the officers-elect shall take office immediately
     following the annual meeting.
 
C. In the event of a vacancy in an office for whatever reason, a special election will be held at the next regular business meeting to fill the office for the remainder of the current term,.
 
D. Duties of Office 
 1. President
   a) Preside at all meetings annual, regular, or special.
   b) Oversee the performance of all other officers and conductors.
   c) Appoint conductors and committees as required in accordance with the by-laws.
   d) Appoint an acting secretary in the event the Secretary or the Vice President is not present at a meeting.
   e) Immediately upon taking office appoint two members that are not outgoing officers to conduct an audit of the club finances. This audit shall  be reported upon at the first business meeting following the annual meeting.
   f) Sign checks for the club in the absence of the Treasurer.
   g) Exercise "Executive Privilege" in the event that action needs to be taken on a situation, due to a time constraint, that would not allow time for a "special meeting' to be called.
      "Executive Privilege" is limited to a monetary expenses of not more than $250.00. Any exercise of "Executive Privilege" must be immediately voted on at the next meeting of the club.
   h) Perform all other duties consistent with the by-laws and the office of President
 
 2. Vice President
   a) Preside at all meetings in the event the President is absent or incapacitated.
   b) Aide and assist the President as necessary.
   c) Act as the Conductor for the annual ''Train Fair''
   d) Act as Secretary in the event that the Secretary is not present at a meeting.
   e) Perform all other duties consistent with the by-laws and the office of Vice President.
 
 3. Secretary
   a) Record and maintain the minutes of all annual, regular, or special club meetings.
   b) Minutes must include, but are not limited to:
     (1) Date and name of the officer conducting the meeting
     (2) Time the meeting was called to order
     (3) Members present, a sign in sheet will be provided.
     (4) Discussion topics
     (5) Motions made including:
       (a) Originator
       (b) Seconded by
       (c) Amendments
       (i) Originator
       (ii) Seconded by
       (d) Resolution
        (i) Tabled
        (ii)  Passed
        (iii) Rejected
        (iv) Withdrawn
     (6) Voting results, including:
       (a) Number of votes "yea"
       (b) Number of votes "nay"
       (c) Number of abstentions
     (7) Committees, including:
       (a) Conductor name
       (b) Committee members
       (c) Committee purpose
       (d) Deadline for completion of committee business (not required in all cases)
       (e) Monthly Committee status reports
     (8) Other items, as needed
     (9) Time of adjournment
    (10) Date of next annual, regular or special meeting,
       (a) Write letters as required for the business of the club
       (b) Keep and maintain all club documents and records
       (c) File annual regulatory documents in consultation with the other club officers to include but not limited to:
          (1) State of Missouri "Not for Profit" filing
          (2) Internal Revenue Service reports, in coordination with the Treasurer
          (3) County or municipal occupancy documentation or licensing
     (11) Assume the duties of Treasurer in the event of the absence or incapacitation of the treasurer.
     (12) Sign checks in the event of the absence of the treasurer
     (13) Perform all other duties consistent with the by-laws and the office of Secretary

 
 4. Treasurer
   (a) Maintain a ledger or all moneys received and disbursed by the club.
   (b) Maintain a record of the "good standing" status of the club membership and inform the Secretary of any member in excess of sixty (60) days in arrears.
   (c) Maintain the club financial accounts, with the President and Secretary listed as additional signers for all transactions greater than $250.
   (d) Sign checks for club business with additional signature as required by paragraph c.
   (e) Pay rent and utilities prior to the due date
   (f) Verify club purchases by inspecting the items purchased and receipts prior to reimbursing the club member for moneys spent.
   (g) Keep an inventory of club owned equipment and materials
   (h) Submit an annual financial report to the membership and make available a written copy on the request to any member
   (i) Submit a report of receipts and expenditures at all regular business meetings and to provide the Secretary with a copy of the report 
   (j) Perform all other duties consistent with the by-laws and the office of treasurer
 
E. Conductors
  (1) Conductors are appointed by the President after a request for volunteers and function as committee chairpersons.
  (2) Duties of a conductor:
    (A) Perform duties as necessary in consultation with the club officers, to fulfill the mission to the committee appointed to. 
    (B) Provide a monthly status report at any regular business meeting and provide a copy of that report to the secretary for filing.

F.   Superintendent
Appointed by the Executive Committee.
Responsible for maintenance of the club layout 
Approving authority for any additions, removals, changes in trackage or track alignments, unless such changes are approved by the Executive Committee.
Members who wish to make a change, that is opposed by the Superintendent, may present the proposed change to the Executive Committee.
Executive committee may over rule the Superintendent and allow the change
Agree with the Superintendent and not approve the change
The Executive Committee may present the proposed change to the membership at the next monthly meeting for membership decision.
NO work/changes may be started until the work has been approved by the executive committee, with the exception of routine maintenance.

G.  The four elected officers shall constitute the Executive Committee and will be responsible for the enforcement of all provisions of the bylaws.  An officer found in violation of the bylaws may be suspended from office by a ¾  vote of the Executive Committee, pending a vote by the membership at the next meeting.  At that time charges that prompted the suspension from office will be presented to the membership.  A 2/3 majority of the members present will be required to sustain the removal from office.  

Article VI Dues and Assessments
 
A Dues

  1. Dues are payable on an annual basis and are due at the annual business meeting in May.
  2. Dues for a sustaining membership shall be set at the annual meeting based upon recommendation of the officers. Changes in the rate shall be proposed at the annual meeting by the club officers as necessary. Upon majority vote by the membership the rate will be set for the upcoming year.
  3. Dues for a junior membership shall be one half (1/2) that of a sustaining membership.
  4. A member will be considered in arrears if that member's dues has not been paid within sixty (60) days of the annual meeting.
  5. The Treasurer will notify members in arrears by email or telephone. 
  6. Forfeiture of membership occurs if dues are not paid with in ninety (90) days of the annual meeting.
  7. Membership status of a forfeiture of membership is restored to good standing upon payment of all dues in arrears in the fiscal year. 
      Should forfeiture remain into the next fiscal year, restoral via this paragraph is not allowed and new application for membership must be made in accordance with Article II except that the requirement for attendance at two regular business meetings (one of which can be the  annual business meeting) is waived.
  8. All dues shall cover the fiscal year or any part thereof in which paid.
 
B Special Assessments

  1. The officers of the club may, as necessary ask the club to vote on a special assessment, the special assessment would go into effect
      immediately upon majority vote by the membership.
  2. The amount and the payment terms would be determined by the officers and must be included in the proposal prior to a vote by the
     membership.
  3. A member will be considered in arrears if that member's assessment has not been paid within sixty (60) days of the due date.
  4. Forfeiture of membership occurs if the assessment is not paid within ninety (90) days of the due date.

 C. Non-Liability of directors: the directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation.

D. Indemnification by Corporation of Directors, Officers, Employees and other Agents. To the extent that a person, who is, or was, a Director,           officer, employee or other agent of this Corporation has been successful on the merits in defense of any civil, criminal, administrative or investigative proceeding brought to procure a judgment against such person by reason of the fact that he or she is, or was, an agent of the corporation, or has been successful in defense of any claim, issue or matter therein, such person shall be indemnified against expenses actually and reasonably incurred by the person in connection with such proceeding.
     If such person either settles any such claim or sustains a judgment against him or her, then indemnification against expenses, judgments fines, settlements and other amounts reasonably incurred in connection with such proceedings may be provided by this Corporation but only to the extent allowed by and in accordance with the requirements of our non-profit corporation.

E. Club must maintain an insurance policy that maintains a policy that protects the clubs and officers.

Article VII Club Dissolution
 
 1. Upon an affirmative vote to dissolve, no new memberships will be accepted. 
 2. If no satisfactory agreement can be reached on club properties, said properties shall be auctioned to the highest bidder at a final
     club meeting of the club membership. The funds from said auction shall be entered in to the club treasury.
 3. Upon payment of any outstanding liabilities, the remaining assets of the club are to divided equally among the existing club membership and   paid to any nonprofit cooperation of the member’s choice.  No funds will be paid directly to any member for them to forward proceeds to their selected non-profit cooperation.

 

 

Article VIII Amendments and Revisions to the Constitution and by-laws
 
 1. Any amendment or revision to the Constitution or by-laws must be presented to the club members at a regular meeting and voted upon at the next regular meeting (the annual meeting will be considered a regular meeting for this purpose.)
 2. All members must be notified (by email or telephone) no less than ten (10) days prior to the meeting on which the provisions will be voted on. Notification must include the proposed language of all provisions to be voted upon.
3. Can only be passed with 2/3’s majority vote.

Article IX Club Responsibilities

The club at its discretion may provide space for storage of train related personal property including locomotives, rolling stock, tools, etc.  It is the responsibility of the member to be cognizant of space used by other members and not store an unreasonable amount of items to allow this option for all club members who wish to use it.

2.    The “club” assumes no responsibility for personal property left in the building.  This includes but is not limited to loss by fire, weather,     flood, acts of God, vandalism or theft.  If the loss occurs as a result of a member’s action the limit of the club responsibility shall     consist of imposition of sanctions described above.  The owner of damaged property suffering a loss will submit a claim to their     personal insurance policy, if applicable. If loss is caused by direct action of a person, the member suffering the loss is responsible for     contacting the appropriate law enforcement agency.  If the loss is caused by theft the club will furnish any available surveillance video    to the investigating agency.

3    Members should be aware that the layout may contain products that may be hazardous to health.  During routine maintenance paint,     glue, solvent or other airborne products may be used and may present a hazard.  Also no information is available as to hazardous     material that may be present in the building including asbestos or radon that may present health hazard in the future.  The club     assumes no responsibility for exposures.

4.     The club assumes no liability for personal injury to members secondary to the use of club owned tools, such as power tools, soldering     irons or hand tools. The member should be aware of possible hazards and take action to prevent injury.