Bylaws of Piedmont Division, Inc.

Being the Piedmont Division of the National Model Railroad Association

Article I. Name

The name of this organization shall be: Piedmont Division, Inc., Being the Piedmont Division of the National Model Railroad Association, and will hereinafter be referred to as the Division. The Southeastern Region will be referred to as the SER and the National Model Railroad Association, Inc., will be referred to as the NMRA.

Article II. Purpose

The Division is organized for the following purposes:

  1. To advance and promote the hobby of model railroading.
  2. To furnish a forum where model railroaders and railfans can meet and discuss, learn about, and exchange ideas on railroading and model railroading.
  3. To organize, sponsor, conduct, and participate in displays, conventions, shows, and other functions relating to the hobby of model railroading.
  4. To further the purposes of and to financially support the NMRA and the SER.

Article III. Membership

  1. Membership
    • a. A Member of the Division is a current member of the NMRA who resides within the boundaries of the Division, as defined by the SER. Only Members shall be eligible to vote in Division elections, to hold a Division office, or to petition the Board of Directors.
    • b. A Member withdraws from the Division by resigning from the NMRA.
  2. Guests
    • a. The ability of an NMRA division to host a non-NMRA member at a division-sponsored activity is essential to a sound membership recruitment program. Visitors and guests should be welcomed and introduced to NMRA programs and NMRA benefits for the primary purpose of encouraging and, ultimately, achieving membership status in NMRA. However, no one may consistently attend division meetings without joining the NMRA.
    • b. Therefore, it is the policy of the Piedmont Division that not more than three visits to Piedmont Division meetings will be allowed in a non-member status. This policy also applies to any 100% NMRA clubs within the Piedmont Division. This policy shall exclude spouses, children or grandchildren of NMRA members in good standing.
    • c. This policy will be disclosed to all non-NMRA members well before the membership decision deadline.

Article IV. Government

  1. The Division shall be governed, and its affairs managed by, a Board of Directors (hereinafter BOD), membership of which shall consist of Members holding the following positions :
    • a. Elected Officers
      1. Superintendent
      2. Director of Finance
      3. Director of Administration
      4. Director of Personnel
      5. Director of Operations
    • b. Elected Directors
      1. Eight at-large Directors
    • c. Non-elected Directors
      1. Superintendent Emeritus
      • a) This position shall have all the rights and privileges of a voting Director. It will be available to the immediate past Superintendent with the option of accepting or declining the position. If declined, the position will be made available to each next preceding past Superintendent until filled. If unfilled, the position will remain vacant until there is another immediate past Superintendent who accepts the position.
  2. The Board of Directors shall:
    • a. Control and manage all affairs of the Division.
    • b. Review and approve written reports from the Director of Finance regarding the Division's financial affairs. The Director of Finance shall submit a year-end financial report to the BOD showing revenues, expenses, assets and liabilities.
    • c. Approve or disapprove all budgets and contracts.
    • d. In the event of temporary absence or disability of any Director, appoint a temporary replacement, who shall serve until said Director shall express his intent, in writing, to return to office.
    • e. In the event of the death, permanent disability, resignation, or removal for cause of a Director, fill such vacancy for the remainder of the term of office of the Director so replaced.
  3. Meetings of the Board of Directors.
    • a. The BOD shall hold a regular monthly meeting for the transaction of business at a time and place to be determined by the BOD.
    • b. The Superintendent, or a Director appointed by the Superintendent, shall preside at all BOD meetings. In the event of the presiding Director's absence, any elected Officer can call the meeting to order, and such Officer shall preside at that particular meeting.
    • c. Additional special meetings of the BOD shall be held as follows:
      1. Special meetings may be called by the Superintendent, by written petition of five BOD members, or by written petition of ten Members of the Division.
      2. These special meetings shall be confined to the transaction of such business as may be defined by the Superintendent if he calls the meeting, or as requested by the petitioners if they petition for the meeting.
      3. Petitions shall be submitted to the Superintendent or to the Director of Administration, who shall notify, in writing, at least ten days in advance of such meeting, all members of the BOD and the petitioners of such meeting, the time and place of its occurrence, and the subject thereof.
    • d. Under extraordinary circumstances, email voting may be held in lieu of special meetings as follows:
      1. Email votes may be called only by the Superintendent.
      2. These votes shall be confined to old business or the review of preapproved budget items.
      3. The Superintendent shall provide a clear description of the item at hand and sufficient reason that it cannot be handled at a regular BOD meeting. Such description shall be emailed to all BOD members, requesting return receipt from same. By providing such description, the vote is immediately called without discussion and amendments.
      4. Email voting shall be employed for pressing issues only and shall not be used excessively. All reasonable measures shall be taken to address the issue at the regularly scheduled meeting.
      5. The Superintendent shall establish a date and time by which all votes must be received, which shall be no less than two days. Each BOD member shall acknowledge receipt of email with an email to the Superintendent and Director of Administration stating that the original message was received or by sending a vote on the issue at hand. All votes and acknowledgements shall be emailed to the Director of Administration for counting purposes. Results of the vote shall be distributed to all BOD members and shall include the name and vote of each BOD member.
      6. Results of all email votes will be recorded in the minutes of the meeting of the Board of Directors immediately following the vote. The record shall indicate that the vote was conducted through email.
      7. The act of seven Directors with verified return receipts shall be the act of the BOD. An act of an Officer or Director is defined as a vote for or against the motion.
    • e. Seven members of the BOD shall constitute a quorum and the act of a majority of Directors present at the meeting at which a quorum is present shall be the act of the BOD.
  4. Terms of office
    • a. Elected Officers and Directors shall serve two calendar years or until replaced by a duly elected successor. An elected Officer or Director shall not hold more than two consecutive terms in the same office. Members shall not hold more than one BOD position at the same time nor shall any elected officer or director serve more than eight (8) consecutive years on the BOD.. Terms shall be staggered as follows:
      1. Beginning in odd-numbered years:
        • Four at-large Directors
        • Superintendent
        • Director of Administration
        • Director of Personnel
      2. Beginning in even-numbered years:
        • Four at-large Directors
        • Director of Finance
        • Director of Operations
    • b. The Superintendent Emeritus shall serve until there is a new Superintendent elected and, consequently, a new immediate past Superintendent.
  5. Duties of the members of the BOD
    • a. Superintendent shall:
      1. Be the principal executive officer and the business officer of the Division.
      2. Act as Division spokesman.
      3. Preside at all meetings.
      4. Appoint committees.
      5. Be an ex-officio member of each committee.
      6. Perform other duties ordinarily required of the President of an organization.
    • b. Director of Administration shall:
      1. Keep written minutes of all BOD meetings.
      2. Place notices of Division events in appropriate publications in the absence of someone appointed by the Superintendent for this purpose.
      3. Keep a current list of all BOD and committee members, their addresses, phone numbers, and email addresses.
      4. Perform other duties ordinarily required of the Secretary of an organization.
    • c. Director of Finance shall:
      1. Be principal accounting and financial officer of the Division.
      2. Have charge and custody of all financial records and books of account.
      3. Receive and disburse Division funds.
      4. Establish and maintain a local bank account in the name of the Division.
      5. Serve as the Chairman of the Finance and Budget Committee as needed by the BOD and provide written reports to the BOD concerning the Division's financial affairs. These reports must be furnished at least quarterly and must include a year-end summary showing revenues, expenses, assets and liabilities.
      6. Perform other duties ordinarily required of the Treasurer of an organization.
    • d. Director of Personnel shall:
      1. Recruit members into the Division, the SER and the NMRA.
      2. Maintain all lists associated with the membership of the Division.
      3. Act as the Chairman of the Achievement Program Committee for the Division only in the absence of one appointed by the Superintendent, coordinating those efforts with the SER or the NMRA, as appropriate.
      4. Perform other duties ordinarily required of the Membership Chairman of an organization.
    • e. Director of Operations shall:
      1. Plan and publish the agenda for the monthly membership meetings.
      2. Schedule layout, prototype and industry tours and the social events of the Division.
      3. Act as the Program Chairman for the monthly membership meetings.
      4. Perform other duties ordinarily required of the Program Chairman of an organization.
    • f. Other BOD members shall:
      1. Perform such duties ordinarily required of the Directors of an organization, and such other duties as may be assigned them by the Superintendent or the BOD.
    • g. Superintendent Emeritus shall:
      1. Perform such duties ordinarily required of the Directors of an organization, and such other duties as may be assigned by the Superintendent or the BOD.
  6. A Director may be removed from office by the BOD whenever, in its judgment, the best interests of the Division would be served.
  7. Robert's Rules of Order, Newly Revised, shall govern all deliberations of the BOD.

Article V. Committees

The Superintendent, with the concurrence of the Board of Directors, shall determine the number and purpose of all standing and special committees, and shall appoint the chairmen thereto, necessary to the achievement of the objectives and purposes of the Division. The Chairman of all committees shall make a report to the BOD concerning the activities of their committee at every regular BOD meeting.

  1. Standing Committees shall be appointed as needed to conduct and manage certain regular activities of the Division. Such committees shall be authorized to handle all related affairs except as otherwise provided in these Bylaws.
  2. Special Committees shall be appointed as needed to investigate and execute extraordinary activities of the Division. Such committees shall dissolve upon completion of the appointed tasks.

Article VI. Elections

  1. Annually, and not later than the August BOD meeting, the Superintendent shall appoint a Nominating Committee of three to five members. The Nominating Committee shall select at least one nominee for each expiring directorship. Such nominations shall be delivered in writing to the Director of Administration not later than the September BOD meeting.
  2. Upon receipt of the list of nominees, the Director of Administration shall, no later than the October BOD meeting, mail to each Member a notice setting forth the nominations and stating the date of the November meeting at which the election is to be conducted. Alternatively, the Director of Administration shall cause such notice to appear in the Division publication immediately preceding the election if that publication is mailed no later than the date of the October meeting.
  3. A quorum must be present to conduct elections. Should a quorum not be present, elections shall be held at the next meeting at which a quorum is present.
  4. During the meeting at which the election is to be conducted, the Superintendent shall read the notice as issued by the Director of Administration, and then proceed to conduct the annual election. Separate balloting shall be conducted for the offices of Superintendent and the Directors of Finance, Operations, Personnel, and Administration. A majority of votes cast shall be required to elect. In the event that no candidate for a particular office has received a majority, then a run-off election between the two candidates with the largest number of votes shall be held. In the case of at-large Directors, election shall be by plurality: if the number of candidates exceeds the number of vacancies, the candidates receiving the highest number of votes shall be elected.
  5. Nothing in this article shall be construed as precluding nomination from the floor.
  6. Only current Members of the Division shall be eligible to hold office or to vote.
  7. Voting shall be by individual Members only, and no Member may cast more than one vote per candidate. Proxies will not be recognized.
  8. The Director of Administration shall report the results of the elections to the SER and to the NMRA within 30 days of such action.

Article VII. Revenues

  1. The Division may not require any Member to pay dues, nor levy assessments against any Member.
  2. The Division may raise funds through contributions, auctions, conventions, trade shows, or sales. Other methods of acquiring revenue may be used, as approved by the Board of Directors.
  3. The Division may accept contributions from any source, as approved by the Board of Directors. A written report regarding the amount, circumstances, and disposition of same shall be furnished to the BOD by the Director of Finance. Any funds contributed to the Division for a specific purpose shall be used solely for that Purpose. The Director of Finance shall maintain a separate written record of each fund.

Article VIII. Expenditures

  1. No expenditures of Division funds shall be made in excess of budgeted amounts without prior approval of the BOD, except as otherwise provided herein:
    • a. Such expenditures up to $100.00 shall require prior approval of either the Superintendent or the Director of Finance.
    • b. Such expenditures in excess of $100.00 shall require prior approval of the BOD.
  2. No contracts may be made on behalf of the Division without prior approval of the BOD.
  3. The Division fiscal year shall be January 1st each year through December 31st of the same year.
  4. The Board of Directors may provide for bonding of the Director of Finance, his assistants, or anyone appointed by the BOD to act in a fiduciary capacity.
  5. In the event of dissolution of the Division, all assets of the Division shall be donated to the NMRA, the SER, or to other railroad or model railroad organizations as directed by the BOD.
  6. The Division Good and Welfare Chairman has approval for reasonable expenditures for memorials, honoraria, and donations up to $100.00. Expenditures in excess of $100.00 shall require prior approval of the BOD.

Article IX. Meetings

  1. Regular monthly general meetings of the Division shall be held at such time and place as may be determined by the BOD.
  2. Roberts's Rules of Order, Newly Revised, shall govern all deliberations of the Division.
  3. Additional special meetings may be held as follows:
    • a. Special meetings may be called by the Superintendent. They also may be called by either the Superintendent or the Director of Administration upon receipt of a written request signed by at least twenty-five Members.
    • b. These special meetings shall be confined to the transaction of such business as may be defined by the Superintendent if he calls the meeting, or as requested by the petitioners if they petition for the meeting.
    • c. Petitions shall be submitted to the Superintendent or to the Director of Administration, who shall notify, in writing, at least ten days in advance of such meeting, all members of the BOD, the petitioners of such meeting, and the Members, the time and place of its occurrence and the subject thereof.
  4. Twenty-five Members in good standing shall constitute a quorum at any regular or special meeting of the Division.
  5. A Member is considered to be in good standing with the Division if he has attended at least one general Meeting during the past six months, has contributed toward the furtherance of the purposes of the Division or of model railroading as a hobby, and has not in any way brought discredit upon the Division, the SER, or the NMRA.

Article X. Miscellaneous

  1. In recognition of the benefits and services available to the Division and its Members through its affiliation with the NMRA and the SER, it shall be the policy of this Division to exercise its rights and privileges of participation in the government and activities of the NMRA and SER at all times. The Division shall also provide for its proper representation at all meetings of the NMRA and SER.
  2. All Members of this Division shall be deemed to have accepted these Bylaws and the Constitution and Bylaws of the NMRA and of the SER and shall be bound by them in all respects as if he had been a Member at the time of their adoption.

Article XI. Non-Profit Corporation

The Piedmont Division, Inc. is a registered non-profit corporation qualified under section 501(c)(4) of the Internal Revenue Code. No part of the income or the assets of the Division shall inure to the benefit of any Officer, Director, or Member.

Article XII. Adoption and Amendments

  1. These Bylaws shall be adopted and may thereafter be amended by favorable vote of at least 2/3 of those Members in attendance at any general monthly meeting or at any special meeting called for that purpose.
  2. Proposed amendments shall be furnished in writing to the BOD. Upon approval of the BOD, the Superintendent shall present amendments to the membership at a monthly meeting and cause them to be published in the Division’s newsletter. At the next monthly meeting after publication, the membership shall vote on the amendments.
  3. These Bylaws and any amendments so approved shall be effective immediately upon approval.

Article XIII. Repealer

In the event any article or section of these Bylaws is declared illegal or unconstitutional, the remaining Provisions shall remain in full force and effect.

Date approved and adopted: April 9, 2013

By Charlie Crawford, Superintendent

By Chris White, Director of Administration