Bylaws

of the

National Capital Trackers

 

1. Name and Purpose
1. The name of the Corporation shall be the National Capital Trackers (the “Corporation”).
2. This Corporation is organized exclusively for charitable and educational purposes, including for such purposes as the making of distributions to organizations under Section 501(3)(c) of the Internal Revenue Code (or the corresponding section of future Federal tax code). 
3. The purpose of the Corporation is to organize, maintain and operate a train club for persons interested in the collection and show of model trains and to engage in any and all other activities that are permitted by law.  In furtherance of such purposes, the Corporation will seek to:

                                                              i.      To show and share model trains;

                                                            ii.      Develop and implement educational programs focused on trains and model trains:

                                                          iii.      Explore and develop alliances with the public, organizations and professionals in an effort to promote model train collecting and operating;

                                                          iv.      Sponsor and/or aid persons to participate in model train events;

                                                            v.      To develop through discussion, and exchange of information, a better understanding of train collecting and operating;

                                                          vi.      To assist other charitable, educational and other organizations in the conduct of similar activities related to the Corporation;

                                                        vii.      To establish such offices as may be necessary to accomplish the above purposes; and

                                                      viii.      To engage in any and all lawful activities incidental to the foregoing purposes except as restricted herein.

4. To engage in any and all other charitable activities permitted by an organization exempt from Federal income tax under Section 501 (c)(3) of the Internal Revenue Code or corresponding future provisions of the Federal tax law.  To these ends, the Corporation may do and engage in any and all lawful activities that may be incidental or reasonably necessary to any of these purposes, and it shall have and may exercise all other powers and authority now or hereafter conferred upon nonprofit corporations in the Commonwealth of Virginia.
1. Membership
1. Any person, ten years of age or older, who has an interest in operating model trains shall be eligible for membership. Upon application and payment of dues as outlined in Section 4 the application will be presented to the membership present at any regular or special meeting to which the membership of the Corporation has been given proper notice and upon majority vote of members eligible to vote the applicant will become a member of the Corporation in good standing. Any member may voluntarily withdraw or may be suspended or expelled by majority vote of the membership for violation of the bylaws, non-payment of dues or for conduct deemed detrimental to the Corporation.
2. There shall be four classes of Membership: Partners, Passengers, Juniors, and Honorary members.  Partners are members who participate in The Corporation’s public appearances each year and contribute to The Corporation’s activities.  A Partner in good standing regularly contributes to The Corporation’s activities which includes serving as an Officer or Director, supplying train modules for The Corporation’s exhibition layouts, storage and transport of the Corporation’s equipment, serving as a “Trackmaster” (e.g., coordinator) for The Corporation’s exhibitions, or other activity that, with approval by The Corporation’s Board of Directors, promotes and facilitates The Corporation’s exhibitions.  Passengers are potential “Partners” who have not yet built or obtained a module.  Juniors are members under 18 years of age who have not qualified as Partners. Honorary Members are those who the club has recognized for either their support or achievements.
3. Only Partners are eligible to vote.
4. Membership shall not be transferable and both membership and rights in the property of the Corporation shall cease and terminate upon death, withdrawal, expulsion or other termination of membership in the Corporation.
5. All voting shall be done personally by Partner members in good standing; no proxies shall be allowed.

 

3. Fiscal Year
1. The fiscal year and the year for the payment and collection of annual dues and the election and installation of officers shall be the calendar year.
4. Dues and Initiation Fee
1. The initiation fee for members shall be $25.00 per person payable in advance with the application for membership.  That fee will include a name tag for the member and their first year dues.  Juniors and Honorary members are exempt from paying an initiation fee.
2. The annual dues for members shall be $20.00 per person and are payable on January 1st of each year except in the case of new members whose initial dues are included in their initiation fee and payable with their application for membership and may be prorated according to the time left in the calendar year.  Juniors and Honorary members are exempt from paying annual dues. 
3. Depending upon the state of the Corporation’s finances, Partners may be exempt from annual dues based on recommendations from the Board of Directors and voted upon by the membership at their September meeting.  This exemption shall be on a year by year basis and must be voted upon annually.
5. Meetings
1. The annual meeting for the membership for the installation of officers and directors and for receiving annual reports from the Secretary and Treasurer shall be held at the regular meeting time in January of each year. Notice of the annual meeting must be submitted to the membership in writing, at least five (5) days prior to said meeting. The Corporation bulletin shall be deemed a satisfactory method of written notification.
2. The regular meetings of the membership shall be held monthly at a time and place to be determined by a majority vote of all those members present at any regular meeting of the Corporation.  A change in the established date, time and location of these regular meetings may be made by majority vote of the members present at any regular meeting and upon written notice to the membership of such change in the form of the Corporation bulletin or other notice.
3. Special meetings may be called by the President of the Corporation, a majority of the Board of Directors or by special request to the President of at least five (5) duly qualified Partner members. The President will set the date, time and location of such meeting subject to the approval of the majority of the members of the Board of Directors and written notice to the membership at least fourteen (14) days in advance of such meeting. If a majority of the membership is present at such special meetings, any business normally done only at regular meetings may be transacted. Notice of special meetings must also include a summary of the business items to be acted upon.
4. A quorum of at least five (5) Partner members must be present at any regularly scheduled or special meeting of the Corporation.
6. Board of Directors The business and affairs of the Corporation shall be managed by the Board.  The Board may exercise all such authority and powers of the Corporation and do all such lawful acts and things as are not prohibited by statute or the Certificate of Incorporation or by these By‑Laws directed or required to be exercised or done by the members.
1. The Board of Directors shall consist of a minimum of four (4) members to be comprised of the President, Vice-President, Treasurer, and Secretary. The President of the Corporation shall act as Chairperson. In the event of a vacancy on the Board of Directors, the remaining Board of Director members, even if less than a quorum, shall fill the vacancy or vacancies for the unexpired term or terms by appointment. The Board of Directors can handle specified business of the club in the absence of a membership meeting.
2. The term of the members of the Board of Directors shall be two (2) years.
3. There shall be no established regular meetings of the Board of Directors required by the bylaws other than the requirement that at least one (1) such meeting will be held each calendar year.  Special meetings of the Board of Directors may be called by the President or by notice signed by a majority of the Board of Directors and notice thereof given to all Directors not less than one (1) day prior to such meetings. These meetings may be held at any time or place agreed upon by the majority of the Board.
4. Removal of Directors.  Except as otherwise provided in the Articles of Incorporation or in these By‑Laws, any director may be removed, either with or without cause, at any time, by the affirmative vote of at least three (3) out of four (4) of the Board of Directors at a meeting called for such purpose, and the vacancy in the Board caused by any such removal may be filled by such directors at such meeting. 
5. Action by the Board.  To the extent permitted under the laws of the Commonwealth of Virginia, any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting of all members of the Board or committee, as the case may be, by consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee. 
7. Officers of the Corporation
1. The officers of the Corporation shall be President, Vice-President, Treasurer, and Secretary.
2. These officers are elected by the Partner membership for a two (2) year term except that the initial 2007 election will elect the President and Secretary for a one (1) year term and elect the Vice President and Treasurer for a two (2) year term. 
3. All Officers must be Partners over 18 years of age.
4. Vacancy in any office shall be filled by Appointment by the President
8. Election of the Officers
1. At the regular meeting in the month of October, the President will appoint a nominating committee composed of not less than two (2) members including a chairperson for that committee. The committee will meet prior to the November meeting and choose a slate of candidates for officers to be presented to the membership at the November meeting. At that time the chairperson of the nominating committee shall present the slate of candidate to the membership.  The President will call for nominations from the floor. Upon close of nominations the President will call for a vote. This vote may be verbal, by hand or by secret ballot. However, if two or more candidates are nominated for a particular office then the vote shall be by secret ballot. Those candidates with the highest number of votes shall be declared elected by the President. In the event of a tie, the President will call for another vote (run-off).
2. Prior to the January meeting, the President will appoint committees and chairpersons thereof.  All elections or appointments are subject to the approval of those elected or appointed. The installation of officers and announcements of appointments will be held at the January meeting.
3. Officers will serve for a term of two (2) years.  On even numbered years, i.e. 2008, elections will be held for the President and Secretary.  On odd numbered years, i.e. 2009, elections will be held for the Vice President and Treasurer.
9. Duties of Officers
1. The duties of the President shall be:

                                                              i.      To preside at all meetings at which he or she is present.

                                                            ii.      To appoint all committees, with or without the assistance of the other officers.

                                                          iii.      To install the newly elected officers at the end of his or her term (or appoint someone to do so).

                                                          iv.      To call special meetings of the Corporation, committees, Board of Directors or any other meeting which may be requested as outlined in the bylaws.

                                                            v.      In case of any question or demeanor, while in office, the President is further governed by Roberts Rules of Order.

2. The duties of the Vice-President shall be:

                                                              i.      To assume all duties of the President during his or her absence or upon request by the President, plus other duties which may be assigned.

3. The duties of the Treasurer shall be:

                                                              i.      To collect and record all dues, initiation fees, special fees, etc. paid to the Corporation as a result of its activities plus all other moneys due the Corporation.

                                                            ii.      To order membership badges at the appropriate times.

                                                          iii.      To see that each member receives a copy of the bylaws.

                                                          iv.      To prepare and present at a regular meeting on a quarterly basis, a financial report of the Corporation showing year-to-date receipts and expenditures.

                                                            v.      To pay pre-determined accounts as may be authorized by the membership of the Corporation and to pay those bills presented and approved at each regular or annual meeting.

                                                          vi.      To prepare and submit all reports required by any governmental agency.

                                                        vii.      To prepare an annual financial report of the Corporation.

4. The duties of the Secretary shall be:

                                                              i.      keep or cause to be kept in one or more books provided for the purpose, the minutes of all meetings of the Board and the committees of the Board;

                                                            ii.      see that all notices are duly given in accordance with the provisions of these By Laws and as required by law;

                                                          iii.      be custodian of the records of the Corporation;

                                                          iv.      see that the books, reports, statements, certificates and other documents and records required by law to be kept and filed are properly kept and filed; and

                                                            v.      in general, perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board, the Chairman of the Board, or the President.

5. Removal. A recommendation to remove any officer or board member will require an affirmative vote of 2/3’s of the Partner members.  Such removal shall be without prejudice to the contractual rights, if any, of the person so removed.
9. Committees
1. There shall be standing committees and select committees. All committees other than standing shall be created by the President as the need arises. All committee chairpersons shall keep a record of the proceedings and actions of their respective committees as a history and to assist successive committee persons.
2. There shall be standing committees for Apparel, Beltline, Membership, Quartermaster, and Web.

                                                              i.      The Apparel Committee shall provide a means for members to order club hats, shirts, jackets, etc. containing the club’s logo.

                                                            ii.      The Beltline Committee shall produce and distribute the monthly club newsletter known as The Beltline.

                                                          iii.      The Membership Committee shall keep the Corporation’s roster and publish an updated roster on a quarterly basis and prepare and invoice the annual dues.

                                                          iv.      The Quartermaster Committee shall maintain an inventory of and know the whereabouts of all club equipment at all times.

                                                            v.      The Web Committee shall maintain the club’s website and keep it current with meeting dates, activities, and news of interest to club members.

 

11. Approval & Amendments to the Bylaws
1. These bylaws may be approved or amended by a vote of two-thirds (2/3) of the Partner membership present at any meeting of the membership provided proper notice of said meeting is given, in writing, as specified in these bylaws. The full text of the bylaws, or amendments thereto, which are proposed must be served upon each member at least five (5) days prior to the meeting at which such bylaws or amendments are to be voted upon.
2. Proposals for amendments to the bylaws shall be instituted only by the Board of Directors or at least six or more members.
12. Property rights of members
1. The property of this Corporation is irrevocable; dedicated to the objects and purposes of the Corporation as outlined in Section 1.c. of these bylaws.
2. In the event of the dissolution of the Corporation, its properties and moneys shall not revert to the possession of the membership but shall be given to another non-profit Corporation or educational organization within the Washington D.C. area which is to be chosen by the membership.  No part of any net earning or assets of the Corporation shall inure to the benefit of any member or individual.
13. Indemnification. The Corporation shall, to the fullest extent permitted by the laws of the Commonwealth of Virginia, indemnify any and all persons whom it shall have power to indemnify against any and all of the costs, expenses, liabilities or other matters incurred by them by reason of having been officers or directors of the Corporation, any subsidiary of the Corporation or of any other corporation for which he acted as officer or director at the request of the Corporation.
14. Contracts, Checks, Drafts, Bank Accounts

a.       Execution of Contracts.  Except as otherwise required by statute, the Articles of Incorporation or these By‑Laws, any contracts or other instruments may be executed and delivered in the name and on behalf of the Corporation by such officer or officers (including any assistant officer) of the Corporation only as the Board may from time to time direct.  Such authority may be general or confined to specific instances as the Board may determine.  Unless authorized by the Board or expressly permitted by these By‑Laws, an officer or agent or employee shall not have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it pecuniarily liable for any purpose or to any amount.

b.      Loans.  Unless the Board shall otherwise determine, no Director or officer may, without the express authorization of the Board, effect loans and advances at any time for the Corporation or guarantee any loans and advances to any subsidiary of the Corporation, from any bank, trust company, or other institution, or from any firm, corporation or individual, and for such loans and advances may make, execute and deliver promissory notes, bonds or other certificates or evidences of indebtedness of the Corporation, or guarantee of indebtedness of subsidiaries of the Corporation,  but no officer or officers shall mortgage, pledge, hypothecate or transfer any securities or other property of the Corporation, except when authorized by the Board. 

c.       Checks, Drafts, and Bonding.  All checks, drafts, bills of exchange or other orders for the payment of money out of the funds of the Corporation, and all notes or other evidences of indebtedness of the Corporation, shall be signed in the name and on behalf of the Corporation by the Treasurer and in such manner as shall from time to time be authorized by the Board. 

d.      Deposits.  All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board may from time to time designate or as may be designated by any officer or officers of the Corporation to whom such power of designation may from time to time be delegated by the Board.  For the purpose of deposit and for the purpose of collection for the account of the Corporation, checks, drafts and other orders for the payment of money which are payable to the order off the Corporation may be endorsed, assigned and delivered by any officer or agent of the Corporation, or in such manner as the Board may determine by resolution. 

15. Interested Directors.  No contract or other transaction between the Corporation and any other corporation shall be affected and invalidated by the fact that any one or more of the Directors of the Corporation is or are interested in or is a Director or officer or any Director or officers of such other corporation, and any Director or Directors, individually or jointly, may be a party or parties to or may be interested in any contract or transaction of the Corporation or in which the Corporation is interested; and no contract, act or transaction of the Corporation with any person or persons, firm or corporation shall be affected or invalidated by the fact that any Director or Directors of the Corporation is a party or are parties to or interested in such contract, act or transaction, or in any way connected with such person or person's  firms or Corporation, and each and every person who may become a Director of the Corporation is hereby relieved from any liability that might otherwise exist from contracting with the corporation for the benefit of himself, any firm, Corporation or corporation in which he may be in any way interested.
16. Compensation.  The officers of the Corporation shall serve without compensation unless otherwise fixed from time to time by the Board.  The Board may delegate to the President the power to fix the compensation of officers and agents appointed by the President.  An officer of the Corporation shall not be prevented from receiving compensation by reason of the fact that he is also a director of the Corporation, but any such officer who shall also be a director shall not have any vote in the determination of the amount of compensation paid to him.
17. Parliamentary Authority. Robert’s Rules of Order (revised) shall govern all proceedings of this Corporation providing they are not in conflict with these bylaws.