By-Laws

booksnmallettBy-Laws, Wasatch Division Rocky Mountain Region

National Model Railroad Association

Revision April 2012


  1. Section 1


  1. To educate persons engaged in model railroading in methods of building and operating model railroad equipment and prototype practices.
  2. To develop the technical skills of persons engaged in the art and craft of model railroading.
  3. To encourage the collection and preservation of historical data and to promote education about railway history through in model railroading.
  4. To facilitate communication among all model railroaders, NMRA member and non-member alike.

ARTICLE OBJECT

The object of these by-laws is to establish rules to regulate the affairs of the Division.

ARTICLE 2- Division Boundaries


  1. The boundaries of this division are set for accounting and voting purposes only.
  2. The boundaries of the Wasatch Division are the state lines of Utah but excepting that part east of the Colorado River and south of I-70
  3. The three geographic areas within the division, Salt Lake, North, and South.
  4. Salt Lake includes Davis, Salt Lake, Tooele and Utah counties.
  5. North includes all areas north of I-80 excepting Salt Lake, Davis and Utah Counties.
  6. South includes all area south of I-80 excepting Salt Lake and Utah Counties

ARTICLE 3- Membership


  1. Any current NMRA member living within the boundaries of the division is a member of the Division.  Membership classification, rights and benefits are defined by NMRA.  Family members, Railpass and Corporate Members do not have voting rights, nor may they be elected or appointed to office within the Division.
  2. New members will be placed on the membership list for the division.

ARTICLE 4- Finances


  1. To finance such business matters as might be incurred by the division, voluntary donations will be accepted. The right of members to participate without such donations shall be retained.
  2. The Wasatch Division shall maintain a checking and savings account in the Division name. All checks will require the signatures of two of the elected officers.
  3. The finances of the Wasatch Division are in no way to be used as loans to any member of the division. The financial condition is subject to audit in the month of January and the Treasurers report will be given to the general membership at the January business meeting. A monthly Treasurers report will be attached to the Board of Directors minutes.

Article 5- Meetings


  1. Meetings of the Wasatch Division shall be within division territory, unless a different meeting place is approved by at least two-thirds of the members attending at which such a divergent meeting is proposed.
  2. A business meeting shall be called as necessary and practical by the presiding officer. Parliamentary procedures as set forth in Robert’s Rules of Order as amended shall govern all business meetings of the Wasatch Division.
  3. General meetings of the membership will be held monthly unless otherwise noticed.
  4. A quorum of the membership for voting purposes shall consist of 10 members of the general membership of the Wasatch Division.
  5. Any full member may attend BOD meetings and may speak on any business before the meeting.
  6. Only a BOD member or Committee Chairperson may bring business before the meeting, make or second motions or vote.
  7. All actions of the BOD shall require a majority vote of all BOD members present and voting.  A majority vote (consisting of 4 out of 7 voting members) of the Board of Directors may have the power to pass.
  8. The Superintendent shall vote in case of a tie.
  9. The Superintendent shall give a call for a Special BOD meeting at the written request (email or letter) of any three additional BOD members, as instructed by the BOD, or as Superintendent deems necessary.

Article 6- Board of Directors

SECTION 1- BOARD OF DIRECTORS

The Board of Directors (BOD) will consist of 8 members constituting the Elected Officer, past Superintendent, Secretary and Appointed Officers as noted below.

Section 2- ELECTED OFFICERS

The Elected Officers of the Division (Executive Committee) shall consist of:


  1. The SUPERINTENDENT
  2. The Asst. SUPERINTENDENT
  3. The Treasurer

SECTION 3- TERMS OF ELECTED OFFICERS

The terms of Elected Officers shall be 2 years, beginning at the election in January Meeting of even years.

SECTION 4- Board Members

The additional board member shall consist of 3 Board Members and the Secretary.

SECTION 5- TERMS OF ADDITIONAL BOARD MEMBERS

The terms of Additional Board Member s shall be 2 years, beginning at the election in January Meeting of odd years.

SECTION 6- CONDITIONS OF Board Members

The three Board of Directors members Selected by the elected officials shall if all possible be selected from the three main geographical areas (North, South and Salt Lake)covered by the division, if at all possible.

SECTION 7- DUTIES OF OFFICERS


  1. SUPERINTENDENT.   Serve as the executive officer of the Division; preside over the BOD and General Membership meetings; sign all contracts or other instruments authorized by the BOD; appoint various committee chairpersons as needed.  Maintain at all times a respectful and gracious attitude to all members and visitors at all functions.
  2. ASST. SUPERINTENDENT.  The Asst Superintendent shall perform all duties assigned by the Superintendent.
  3. TREASURER.  Receive and keep safe all monies and securities of the Division in such manner as may be designated by the BOD; disbursed money in accordance with the approved budget; maintain books of account; furnish a quarterly Treasurer’s report to the BOD meeting.  Perform other treasury duties deemed necessary or as specified elsewhere herein.
  4. BOARD of DIRECTORS MEMBERS.  Board of Directors (three) shall oversee such committees as necessary, carry out all functions and regularly scheduled activities of the division. If at all possible these will be picked from the three areas of the Division.

 E.     Secretary.  The Secretary shall record official minutes of the proceedings of general meetings of the Board of Directors and business meetings. The Secretary is not a voting member of the Board of Directors.

SECTION 8- ELIGIBILITY

To be eligible to hold Office in the Division an individual must be a Member (except Family or Corporate Member) in good standing of NMRA.  No officer shall hold simultaneously any Office in the Division.

Section 9- Committees


  1.  The Board vote to appoint or reappoint all committees as needed.
  2. Committees must provide at minimum a monthly progress report of its activities and progress before the regular scheduled Board of Directors meeting to the Superintendant.

Section 10- Election of Officers


  1. Officers shall be elected every two years or until successors are duly elected and appointed. An Officer can only serve two consecutive terms in any one position and then not hold a board position for a minimum of one term.
  2. The Superintendant will select a nominating committee consisting of a chairman and two other members, none of who are members of the Board of Directors or anyone who will be on the ballot.  The committee will be appointed at the October meeting and will present a list of nominees for the elected positions of Superintendant, Assistant Superintendant, and Treasurer at the December business meeting. There should be two members nominated to each position nominated for each office.  Nominations of individuals to be considered as potential members of the Board of Director must agree to accept the responsibility of directorship in writing as determined by the Board of Directors and Nominating committee. In the case of an office does not have any accepted nominees for that office the current office holder can be nominated to that office even after two consecutive terms.  All nominees for the elected positions are to be member of good standing members of the NMRA prior placed on the ballot and during their directorship.  The nominating committee shall take charge of the elections, the printing and counting of ballots and the announcement of new officers at the January business meeting. The ballots will be sent to all eligible voting members by US postal mail.
  3. New officers shall commence their term of office at the end of the general business meeting in January.
  4. In the event an elected officer other than the Superintendant vacated his/her position the members shall elect a replacement at the next business meeting to hold the office until the next regular election.
  5. If the Superintendent vacates his/her position, the Asst Superintendent shall assume the position of Superintendent for the remainder of the term.
  6. No member shall be nominated for elective office without his/her approval.
  7. In the event an elected officer other than the Superintendent vacated his/her position the members shall elect a replacement at the next business meeting to hold the office until the next regular election.

SECTION 11- REMOVAL OF OFFICERS


  1. Any board member may be considered resigned if they attend less than 75% of their board meetings as an unexcused absence.  A board member may notify the Superintendent and Secretary to be excused from any board meeting.
  2. Resignations.

Any Officer may resign their office by presenting a written resignation to the Board.

SECTION 12- CONTINUITY


  1. All out going officers shall turn over to their successor any and all correspondence, records, documents, supplies, equipment and monies belonging to the Division and entrusted to their care.
  2. To provide a legal continuity for the Division, except in case of Death, Recall or Removal, the vacating officer shall be considered to be occupying the Office until replaced, not withstanding any other provision herein.


ARTICLE 7- Amendments


  1. Amendments to these by-laws may be proposed by the Board of Directors or by a petition signed by ten members of the Wasatch Division. A proposed amendment shall be submitted in writing to the Secretary.
  2. Notice of proposed amendments to the by-laws shall be posted in one issue of the Gandy Dancer newsletter and posted on the website for two months prior to a vote. Approval shall be an affirmative vote by two-thirds of the members attending the business meeting at which the amendment is voted upon. The failure of any member to have received prior notice shall not invalidate the proceedings.
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