Scale Rails of Southwest Florida has had by-laws for years. The current version reflects updates to revise and amend our by-laws to reflect the changes in founder, associate, student and seasonal level memberships. The by-laws were distributed to members prior to the April 2017 General meeting. Votes were collected via email proxy prior to the April 8, 2017 General meeting. The April 8, 2017 changes were approved by a majority of the members in good standing. The approved By-Laws are as follows:
Effective January 24, 2022
By-Laws
Scale Rails of Southwest Florida, Inc.
(A not for Profit Corporation)
NAME AND LOCATION:
The name of the corporation (a Florida not for Profit Corp. and a 501 (C) 3 as determined by the Internal Revenue Service) is Scale Rails of Southwest FL (hereinafter referred to as “Club”). The address of Club shall be its permanent home, 1262 Piney Road, N. Ft. Myers, FL, 33903.
MEETINGS:
All meetings shall be conducted in accordance with Robert’s Rules of Order. Discussion will be open to all members. However, on materially significant issues requiring a vote of the eligible membership, only those eligible to vote may participate in the discussion.
VOTING MEMBERS:
Voting privileges are held by Founder Members and Founders in Waiting who are current with dues and pledge payments and henceforth defined as Voting Members. These memberships are defined under Article III in the By-laws.
QUORUM:
A Quorum is defined as 50% of the Voting Members either present at the meeting or by proxy given to the Secretary.
MATERIALLY SIGNIFICANT ISSUES:
Materially significant issues which must be approved by a vote of the eligible membership include:
A. Changes to the By-laws;
B. Approval of the Annual Budget;
C. Material or Capital expenditures in excess of $500.00 which are not in the approved Budget;
D. Approval of the club’s “Strategic Plan”
REGULAR MEETINGS:
Regular meetings will be held on the second Saturday of the month. The meeting time may be changed by the Board of Directors if it falls on a holiday or other event deemed to be in conflict with the date.
ANNUAL MEETING:
The Annual Meeting will be held in place of the Regular Meeting in January.
The Agenda for the Annual Meeting will include but not be limited to:
A. Presentation of the Annual Financial Report covering the prior year through December 31.
B. Presentation of the Budget for the year as approved by the Board of Directors.
C. Special recognition of member participation and contributions as determined by the Board of Directors
SPECIAL MEETINGS:
A special meeting of the club may be called by Voting Members providing they represent not less than 25% of the eligible Voting Members. Notice of a Special Meeting, including the agenda – reason for the meeting, will be hand delivered, electronically delivered, or mailed to all Voting Members at the address listed in our club records at least 14 days in advance of the meeting. Business at the Special Meeting is restricted to the agenda items. A Quorum must be present in order to enact any decisions.
BOARD MEETINGS:
Board Meetings will be held as necessary and at the call of the Chairman of the Board.
NON-MEMBER MEETING ATTENDANCE:
Any person who is not a member of Scale Rails may attend up to three Regular Meetings of the club to help determine their interest in becoming a member. After three meetings, the individual will be expected to either apply for membership or discontinue attending meetings.
MEMBERSHIP:
Scale Rails of Southwest Florida encourages all members to support the NMRA but it is not required that you be a member.
Prospective members will begin as an Associate or Student Member; serve a probationary period not to exceed one year, to include attending three regular club membership meetings, prior to being admitted to full Associate or Student Membership by a majority vote of the members in good standing.
Associate Members’ dues are $20/month ($240/year) and they may participate in all club activities but they may not be an officer, have a key to the Depot, or vote on major club financial or by-law matters.
Student Member’s dues are $10/month ($120/year) and they may participate in all club activities but they may not be an officer, have a key to the Depot, or vote on major club financial or by-law matters. Student Members are under the age of nineteen (19) or under the age of twenty-six (26) with a valid college ID and attending school.
Whenever a Student Member is in the Depot, there must be at least two (2) adult club members present.
A “One-Time Seasonal Trial Associate Membership” is available to non-Florida residents who live part time in SW Florida. Dues are $30 for a one-month period and they may participate in all club activities as an “Associate Trial Member”. If the person decides to become an Associate Member, the $30 trial dues will be applied to their regular yearly Associate Member dues.
Founder Membership: Upon approval of the current Founder Members, an Associate or Student Members may elect to become a Founder Member with a donation of $300 to the club for “Club Enhancement”. The donation may be funded over two years; $150/year on the anniversary date of their acceptance by the Founder Membership to be a Founder Member, or $285 in one payment on the date the Founder Member is accepted. Founder Members’ dues are $25/month ($300/year). Founder Members may participate in all club activities, have a key to the Depot, and vote on all club matters. They must have paid their Founder Member donation in full before they can hold office. A Founder member who reaches the age of 90 and has ten (10) years of active membership in good standing in the club will be exempt from paying dues. The member will still be required to maintain their NMRA membership.
A Founder Member may revert back to an Associate Member but their Founder Member Donation for “Club Enhancement” is non-refundable. A Founder Member who has to resign and leave the club, may, with BOD approval, be reinstated as a Founder Member at such time as they are able to return to the club; no additional donation for “Club Enhancement” would be required unless the prior donation had not been fully funded; the balance would then be due.
Members, due to extenuating circumstances, may request the BOD to grant them a “Leave of Absence”. If approved, the member will be excused from paying dues until they are able to return to regular membership status. Members on a “Leave of Absence” will not be expected to participate in regular club activities, but are welcome to occasionally come by the Depot and keep current with club activities.
Members are expected to stay current with their dues. Members who become delinquent with payment of dues are subject to review by the BOD and possible suspension of club privileges until their dues are current.
GOVERNANCE:
A Board of Directors consisting of 5 elected Founder members shall govern the Club.
The Board of Directors will elect their own Officers as follows:
A. Chairman of the Board. This office shall preside over all Board Meetings, be considered the Chief Executive Officer and have executive powers and general management of the affairs of the club.
B. President. This office shall preside over all meetings of the general membership and shall be considered as an assistant to the Chairman. He will preside over Board Meetings in the absence of the Chairman.
C. Vice President. This office shall perform the duties of the President in the President’s absence and will be called upon to chair special committees as organized by the Board of Directors.
D. Secretary. This office will be responsible for the preparation of Minutes of any meeting, oversee the publishing of newsletters, and be the custodian of the Corporate seal and such other books, records, and papers of the Club as may be required, except for those which are the responsibility of the Treasurer.
E. Treasurer. This office shall be responsible for the maintenance of accounting records kept in accordance with Generally Accepted Accounting Principles disclosing all receipts and disbursements, prepare Budgets for approval by the Board of Directors, manage bank accounts and bank relations, and provide timely financial reports to the Board of Directors and the general membership.
No Officer may hold more than one Office at a time.
The Election of members to the Board of Directors shall take place at the January Meeting. The term of Office for a member of the Board of Directors shall be 2 years with two directors being elected in one year and 3 being elected in the following year.
Candidates for election to the Board of Directors may place their name in nomination, along with a biographical summary, a statement of their positions in regard to the future of the Club at any time prior to adjournment of the November Meeting. Their nomination must contain the signatures of two sponsoring members in good standing as well as their own signature. All candidates must be members in good standing as of the time of the election.
Election will be by secret ballot. The Chairman, the President and the Secretary will each appoint one member of the Club to be the Election Committee for the purpose of creating, mailing, receiving, and counting ballots. The Treasurer will certify which members are in good standing and eligible to vote based on their being current with their dues and provide names to the Election Committee at the end of the November general membership meeting.
The Election Committee shall create a ballot. The ballot shall state that the voting member must select three (3) persons for the three vacancies in such years where there are three vacancies; two (2) persons for the two vacancies in such years where there are two vacancies. A valid completed ballot shall have designated thereon the full number of persons required. If the full number of persons is not designated then the ballot is considered invalid and shall not be counted. Ballots will be mailed four weeks prior to the January general membership meeting to each member in good standing and include a stamped, addressed, return envelop. The ballot mailing will include a copy of each nominee’s biographical summary and statement of their positions in regard to the future of the club. Ballots may be mailed in or turned in to a member of the Election Committee no later than the start of the January general membership meeting.
Those candidates receiving a simple plurality of the votes shall be declared elected upon the counting of ballots and will take office upon the adjournment of the January Meeting.
The newly elected Board of Directors shall meet immediately upon the adjournment of the January Meeting for the purpose of electing Officers. They shall take office upon the adjournment of this meeting.
The club’s fiscal year shall run from January 1 to December 31. After the close of each year’s financial report by the Treasurer, the new BOD shall establish an audit committee composed of three Founder Members who are not Directors. The Treasurer shall provide to the Audit Committee all appropriate financial records for review and audit. The Audit Committee shall prepare a brief written report to the Chairman of the BOD presenting the results of the audit.
In addition to it’s Officers the Board of Directors may establish committees as appropriate for the day to day operation of the Club, including, but not limited to, Building Maintenance, Annual Train Show, HO Layout, N Layout, Motive Power, Rolling Stock, Electronics and Signaling. In each such case the head of that committee shall be given the title of Superintendent, or Chairman. A Director may also serve as a Superintendent or Chairman.
The Board, at its discretion, may appoint a Technical Advisor to serve as an advisor to the Board. When appointed, the Technical Advisor will be involved, from inception, in all projects concerning the layouts and will review projects prior to starting them to avoid any technical, mechanical, electrical, scheduling, and/or any other areas of possible conflict that could cause harm or disrupt the layouts. This will also include modifications to the building to make sure that support infrastructure is not compromised.
The Technical Advisor, at their discretion, may appoint an Assistant Technical Advisor, subject to Board approval, to assist in the various projects being overseen by the Technical Advisor.
Directors, Chairman, and Superintendents must obtain BOD approval prior to incurring any expense not authorized in the Annual Budget.
Any Director maybe removed from office by a 2/3 vote of the membership present at a legally constituted meeting, upon written complaint of any other Director.
No Director shall receive any compensation or gratuity for their services. They may be compensated or reimbursed for bonafide expenses incurred in the performance of their duties as a Director, Chairman or Superintendent
TERMINATION:
Should any member be accused of conduct unbecoming to the organization or detrimental to the Club or its members, it will be the responsibility of the Chairman or the President to convene a committee of 3 members of the Board of Directors, known as the Investigation Committee. The Committee will investigate the allegations, report their findings and make recommendations to the Board of Directors.
The Chairman or President shall, at the next regular meeting present the findings and recommendations of the Committee to the general membership. Founder Members and Founders in Waiting will vote by closed ballot to terminate or not to terminate a membership. Majority vote will determine the result.
Any person whose membership is terminated under the procedure for termination will be notified by Certified Mail and shall have 10 days within which to request a hearing before the Investigation Committee. The hearing shall be held within 20 days following the receipt of the written request and the Investigation Committee shall make a final determination following the hearing confirming the termination or reversing it. The member shall be notified by Certified Mail of this final decision.
CHANGES TO THE BY-LAWS:
A draft of proposed changes to the By-laws must be hand delivered, electronically delivered, or mailed to all Voting Members at the address listed in our club records at least 14 days in advance of a meeting to discuss the changes. Proposed changes to the By-laws must be approved by 2/3 of the eligible Voting Members to effect the change. A Voting Member’s vote may be cast in person or by proxy to the Secretary.
OTHER MATTERS:
The Board of Directors may from time to time propose Policies, Procedures, or Areas of Participation for the good of the club. Examples of such may include but not be limited to:
A. Bailment of personal property
B. Disposal of Club surplus assets
C. Certificates of compliance
D. Hours of operation for the Depot
E. Participation in or holding a Division Meet.
F. Participation in or holding a Convention
G. Participation in or holding a Train Show
H. Holding an Open House for interested groups
Approval of such requires a simple majority of all Voting Members present or by Proxy to the Secretary.
I hereby Certify that these By-Laws were voted upon and passed by not less than the 2/3 vote of Voting Members present or by proxy at the meeting called for their consideration, which was not less than 50 % of the Voting Members at that time.
They shall be considered to be in full force and effect as of January 24, 2022.
Jim Morse, President
Bob Slusser, Chairman of the Board
Robert Salem, Vice-President
Richard Pollina, Secretary
Dwight Sedgwick, Treasurer