By-Laws [Proposed]

BYLAWS

These are the Bylaws of the Nutmeg Division of the Northeastern Region of the National Model Railroad Association.

In these Bylaws, “Nutmeg Division” means the Nutmeg Division of the Northeastern Region of the National Model Railroad Association, “NER” means the Northeastern Region of the National Model Railroad Association, “NMRA” means the National Model Railroad Association and “Member” means a member of the Nutmeg Division who is in good standing.

Article I: Membership and Dues

Section 1:       To be a Member in good standing of the Nutmeg Division, a Member must attend the Annual Meeting or at least one Special Meeting of the Nutmeg Division’s Members during each calendar year.

Section 2:       Members shall pay no dues.

Section 3:       Friends (as defined in the Nutmeg Division’s Constitution) and Members wishing to receive mailed copies of the Nutmeg Division’s newsletter the “Nutmeg Flyer” shall pay $5.00 per year to help defray the costs of printing and mailing. This charge is waived for Lifetime Members of the NMRA.

 

Article II. Directors

Section 1:       Governance of the Nutmeg Division shall reside in its Board of Directors (the “Board”), which shall comprise three Directors, each of whom shall be a Member in good standing of the Nutmeg Division, NER and NMRA.

Section 2:       The Board shall meet at least once each calendar year and shall use reasonable efforts to meet once each calendar quarter. All meetings of the Board shall be called by the Superintendent, except that in the absence of a call by the Superintendent, the Secretary shall call a meeting upon the written request of any Director.

Section 3:       One Director shall be elected to serve for a three-year term at each Annual Meeting of the Members. Should a vacancy on the Board occur between Annual Meetings, the remaining Directors may appoint a person to serve as a Director until the next Annual Meeting.

Section 4:       Two Directors present in person shall constitute a quorum for any Board meeting. If a Director cannot attend a meeting, he or she may designate in writing another Director to serve as his or her proxy.

Section 5:       A Director may participate in a Board meeting by means of video or conference telephone or similar communications equipment enabling all the Directors present at the meeting to hear one another. Such participation shall constitute presence in person at the meeting.

Section 6:       The Superintendent shall preside at all Board meetings. In the absence of the Superintendent at a Board meeting, the Directors present at such meeting shall elect a temporary moderator.

Section 7:       In lieu of holding a meeting, the Directors may vote or otherwise take action by written unanimous consent.

 

Article III. Officers

Section 1:       The Board, at their first meeting following each Annual Meeting, shall elect a Superintendent of the Nutmeg Division to serve for a one-year term. The Superintendent shall be a Director and may serve only two consecutive terms unless there shall be no person able or willing to assume the position of Superintendent, in which event the Superintendent then serving shall continue to serve until the Board, at a Special Meeting, shall elect a person to serve as the Superintendent. The initial term of a person so elected at a Special Meeting shall commence on the date of his or her election and shall continue for a period of one year from the date of the first Annual Meeting succeeding the Special Meeting. A person who has served as the Superintendent for two consecutive terms shall not be eligible to again serve as the Superintendent for a period of at least one year from the date his or her term ended, provided, however, that should a vacancy in the position of Superintendent occur before the next Annual Meeting, the Board may appoint a person who has previously served as Superintendent to serve as the acting Superintendent until the next Annual Meeting, even if the term of person so appointed shall have ended less than one year prior to his or her appointment.

Section 2:       In addition to the Superintendent, there shall be a Secretary and Treasurer of the Nutmeg Division, each of whom shall be appointed by the Superintendent and approved by the Board at their first meeting following each Annual Meeting. The Secretary and the Treasurer shall each serve for a period of one year from the date of his or her appointment. Should a vacancy in the position of the office of the Secretary or Treasurer occur before the next Annual Meeting, the Superintendent, with Board approval, may appoint a Secretary or Treasurer (as applicable) to fill the vacancy for the balance of the unexpired term. The Secretary and Treasurer need not be Directors but shall be Members. One person may hold both offices.

Section 3:       The Secretary shall keep a record of all meetings of the Members and all meetings of the Board. The Secretary shall keep copies of all correspondence on behalf of the Nutmeg Division.

Section 4:       The Treasurer shall have custody of all funds and property of the Nutmeg Division. The Treasurer shall report all receipts and expenditures to the Board and at meetings of the Members. The Treasurer shall pay bills approved by the Board, except that the payment of sums of $100.00 or less may be made upon written direction of the Superintendent without Board approval. If the Board approves an expenditure over $100.00, it shall be deemed to be an authorization to pay only the amount so authorized. At the end of each Superintendent’s term of office, the Treasurer shall submit a written report of all receipts received and expenditures made during such Superintendent’s term, and the supporting documents therefor, for review by a Director the Board appoints for such purpose.

 

Article IV. Committees

Section 1:       The Superintendent shall have the authority to establish committees and appoint chairpersons thereof to serve one-year terms, subject to reappointment by the Superintendent. Committee members need not be Directors but shall be Members. The Superintendent shall be a member ex officio of every committee.

 

Article V. Meetings of the Members

Section 1:       Within the first quarter of each calendar year, there shall be an Annual Meeting of the Members on a date and at a time and location the Board designates in a notice given to all Members no fewer than 30 days prior to the Annual Meeting.

Section 2:       There may also be one or more Special Meetings of the Members at various times during the year on such dates and at such times and locations as the Board designates in a notice given to all Members no fewer than 30 days prior to the Special Meeting.

Section 3:       Fifteen Members present in person or by proxy shall constitute a quorum at a meeting of the Members.

Section 4:       A Member may participate in the Annual Meeting or any Special Meeting by means of video or conference telephone or similar communications equipment enabling all the Members present at the meeting to hear one another. Such participation shall constitute presence in person at the meeting.

Section 5:       All meetings of the Nutmeg Division shall be conducted according to the then current “Robert's Rules of Order.”

Section 6:       The Superintendent shall preside at all meetings of the Members. In the absence of the Superintendent at a meeting the Directors present at such meeting shall elect a temporary chairperson.

 

Article VI. Amendments

Section 1:       These Bylaws may be amended by a two-thirds affirmative vote of the Members at the Annual Meeting or at any Special Meeting called for such purpose, provided that there is a quorum present at the meeting and the proposed amendment has been submitted in writing to and approved by a two-thirds vote of the Directors prior to the Members’ meeting. No fewer than 30 days prior to the meeting, the Secretary shall notify all Members of the date, time, location and purpose of the meeting.

Section 2:       The Superintendent shall appoint a committee every ten years to review these Bylaws and make recommendations for amendments thereto.

 

Article VII. General

Section 1:       Written notice sent by first class mail or by email or other electronic means shall constitute notice for all purposes of these Bylaws.

Section 2:       All activities of the Nutmeg Division shall comply with the Constitution and Bylaws of the NER and NMRA. Any conflict between any provision of these Bylaws and any provision of the Bylaws or Constitution of the NER or NMRA shall be resolved in favor of the NER or NMRA (as applicable).

Section 3:       These By-Laws are hereby ratified and in effect as originally established and as thereafter and hereby amended.

 

Established: November 16, 1956

Revisions:

May 18, 1970
January 1980
March 9, 1997
March 8, 1998
March 19, 2000
November 12, 2011
January 26, 2022

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