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1.1                   The club shall be known as the Lindsay and District Model Railroaders, hereinafter referred to as the Club or L. & D.M.R. (Amended, 06Mar03)

2.1                   The Club colours shall be “Grand Trunk blue” with “Reefer yellow” or white detailing.

3.1                   The Club logo shall be as illustrated below. (Amended, 06Mar03)

4.1                   The objects and purposes for which the Club was formed are:

i)          To promote modelling of our industrial and transportation heritage and the mutual interests of the members;

ii)         To encourage the enjoyment and growth of modelling our industrial and transportation heritage;

iii)        To promote the restoration and/or enhancement of our local industrial and transportation heritage;

iv)        and, to foster goodwill and co-operation among and between the Club members and the community. (Amended, 26Feb04)

4.2                   Deleted, (28Feb02)

5.1                   The fiscal year shall be from January 1st to December 31st inclusive.

5.2                   Two signatures, of three signatories, will be required for disbursements, that of the Treasurer, the Secretary, or one other Executive member as appointed by the Executive.

5.3                   If the Club should disband, all Club monies and other assets which remain after the disbursement of all expenses and liabilities shall be distributed among the Active Members in good standing as equitably as possible or, as otherwise determined by the membership. (Amended, 26Feb04)

5.4                   The Executive shall not make or authorize any over-budget expenditure in excess of $200.00 without the approval of a majority vote of those present and voting at a General Membership Meeting. (Amended, 27Sep07)

5.5                   All payments of monies, other than those from petty cash pursuant to the provisions of Section 5.6, shall be made by cheque. Such cheques shall be signed in accordance with Section 5.2. No cheque shall be signed in blank. (New, 19Jun97)

5.6                   The Treasurer shall maintain a petty cash fund of $200.00 from which small payments, verified by vouchers or receipts, may be made. (Amended, 26Feb04)

5.7                   The Executive shall not authorize the expenditure of any funds except for the Objects of the Club as described in Article 4, (OBJECTIVES). (New, 19Jun97)

5.8                   No donation for a charitable cause or public purpose shall be made that has not been first recommended by the Executive and then approved by a General Membership Meeting of the Club. (New, 19Jun97)

6.1                   The membership year shall be concurrent with the fiscal year.

6.2                   Membership shall be open to all and shall be of the following classes:

i)          Junior Member

Junior Membership is open to individuals 16 years of age and under only when accompanied and directly supervised by an Active Member in good standing. Train operation on a Club layout will require a Junior member to have an Active Member participate as brakeman and lookout. A Junior Member may attend Club events and General Membership Meetings but shall not hold office and has no voice or vote at meetings. A Junior Member pays no dues. Amended, 26Feb04)

ii)         Active Member

Upon the written and signed recommendation of an Active Member in good standing, and a two thirds majority vote of those attending and voting at any General Membership Meeting, an individual over 16 years of age as of January 1st, who has completed the required membership application form and, who has paid the required dues, may be granted Active Membership status. (Amended, 26Feb04)

iii)        Associate Member

Upon the written and signed recommendation of an Active Member in good standing, and a two thirds majority vote of those attending and voting at any General Membership Meeting, a member of another accredited model railroad club, who is in good standing with their own club, may be granted Associate Membership status. An Associate Member may attend Club events and General Membership Meetings but shall not hold office and has no vote. An Associate member may speak at meetings only with the permission of the chair. An Associate Member pays no dues. (New, 26Feb04)

iv)        Honorary Member

Upon the written and signed recommendation of an Active Member in good standing, and a two thirds majority vote of those attending and voting at any General Membership Meeting, any individual may be granted the privilege of Honorary Membership. An Honorary Member may attend Club events and General Membership Meetings but shall not hold office and has no vote. An Honourary member may speak at meetings only with the permission of the chair. An Honourary Member pays no dues. (New, 26Feb04)

v)         Club Patron

Upon the written and signed recommendation of an Active Member in good standing, and a two-thirds majority vote of those attending and voting at any General Membership Meeting, any individual may be granted the privilege of Club Patron. A Club Patron may attend Club events and General Membership meetings but may speak only with the permission of the Chair. A Club Patron shall not hold office and has no vote; shall not be issued Club Room keys; and shall have no operating privileges on Club layouts. A Club Patron shall be entitled to a copy of the Club Newsletter, as distributed to the Membership; a copy of the Annual General Meeting Minutes and Annual Financial Statement; and free admission to the Annual Train Show, upon production of a valid Club Patron card.

Copies of the Club Newsletter, A.G.M. Minutes and Financial Statement, in PDF format, shall be delivered via electronic mail to an e-mail address as supplied by the Club Patron, or by regular mail, should the Club Patron not have e-mail.

Club Patron subscriptions shall be thirty-three percent (33%) of an Active Member's dues, rounded to the nearest dollar. (New, 28Dec06)

6.3                   Effective January 1, 2006, all prospective Club members will be required to complete a membership application in the required form and pay the required membership dues pro-rated from the date of acceptance as a probationary member to the end of the calendar year. The date of acceptance shall be determined by the date of acceptance of the application form by the Secretary. The pro-rata shall be calculated on a monthly basis, counting the month of acceptance as a month due. (Amended, 26Oct06)

6.3.1                The prospective member shall serve a probationary period of one year during which time the prospective member may be expelled (for cause) with notice, but without a refund of dues. (New, 27Oct05)

6.3.2                The prospective member may receive a pro-rated refund of dues in the event of their resignation from membership. (New, 27Oct05)

6.3.3                The prospective member shall not be issued a Club Room key for the probationary period. (New, 27Oct05)

6.3.4                The prospective member may have a voice at Club Membership Meetings but shall have no vote and shall not stand for office. (New, 27Oct05)

6.4                   Application for membership in the Club shall be investigated by the Officers of the Club and they shall report their recommendations to the membership at the conclusion of the probationary period. The membership shall accept or reject the application. (Amended, 27Oct05)

6.5                   Club key(s) will be issued to a member only upon the approval of the Executive. Under no circumstances will Junior members be issued with any Club key(s).

6.6                   Acceptance of membership in the club shall bind the member to abide by the Constitution and By-Laws of the Club. Membership in the Club is a privilege and not a right.

6.7                   Any Active member in good standing shall have the right to inspect any minutes, document, record book or account of the Club, after reasonable notice to the Executive member concerned and at a time or times mutually convenient. (Amended, 26Feb04)

7.1                   Membership dues for Active members shall be set from time to time by the membership. (Amended, 26Feb04)

7.2.1                Membership dues are payable within sixty (60) days of the start of the fiscal year. Failure to pay the applicable dues shall result in suspension of membership privileges. (Amended, 28Dec06)

7.2.2                Patron subscriptions are valid for one year and are receivable prior to sixty (60) days from the start of the fiscal year. Failure to renew a Patron subscription shall result in suspension of Patron status, and attendant privileges. (New, 28Dec06)

8.1                   All Active members in good standing may speak and vote at meetings. All votes must be in person. (Amended, 26Feb04)

9.1                   Executive Officers shall be elected for the following terms of office:

9.1.1                The President and Executive Directors (2), shall be elected for a two year term in the even numbered years. (Amended, 30Sep04)

9.1.2                The Vice-President, the Secretary, and the Treasurer, shall be elected for a two year term in the odd numbered years.

9.2                   The election of Officers shall be by ballot or show of hands at the February Annual General Meeting. (Amended, 19Jun97)

9.3                   Should a vacancy occur in any Executive office,

(a)        where the unexpired portion of the term of office is greater than six (6) months, a by-election shall be called as soon as possible to fill the unexpired portion of the term; (New, 25Feb99)

(b)        where the term actually filled will be six (6) months or less, the remaining members of the Executive shall appoint a member to fill that vacancy for the remainder of the term. (New, 25Feb99)

9.4                   The Executive may declare vacant any position on the Executive where the incumbent fails to perform any duty assigned to him by the Executive or Membership or where he fails to attend three consecutive duly authorized meetings without, in the opinion of the Executive, having a reasonable excuse. The vacancy so created shall be filled as provided for in Section 9.3. (New, 25Feb99)

9.5                   Each member of the Executive shall enter upon his duties immediately after he is declared elected, or is appointed pursuant to the provisions of paragraph 9.3 (b) and shall continue in office until his successor has been elected or appointed. (New, 25Feb99)

9.6                   The Executive members shall serve as such without remuneration and no Executive member shall directly or indirectly receive any profit from his position as such, provided that Executive members may be paid reasonable expenses incurred by them in the performance of their duties. (New, 06Mar03)

10.1                 The Officers of the club shall include, a President, a Vice-President, a Secretary, a Treasurer, and the Executive Directors (2) and collectively they shall be known as the Executive. (Amended, 30Sep04)

10.2                 Duties of Officers shall be as follows:

10.2.1              PRESIDENT

10.2.1.1           The President shall, in consultation with the Executive, act as the Chief Executive Officer of the Club and be responsible for the management of its affairs and operations. (Amended, 25Feb99)

10.2.1.2           The President shall, when present, preside over every Executive and Membership Meeting, make rulings, subject to appeal to the meeting, on protocol, parliamentary procedure and the interpretation of this Constitution, and shall participate in deliberations on all matters coming before the meeting. (Amended, 25Feb99)

10.2.1.3           The President shall be an ex officio member of all Committees except any Nominating Committee which may be appointed. (Amended, 25Feb99)

10.2.2              VICE-PRESIDENT

10.2.2.1           The Vice-President shall assist the President in the general work of the Club and, in the absence of the President, preside at all Executive and Membership meetings. (Amended, 25Feb99)

10.2.3              SECRETARY

10.2.3.1           The Secretary shall assist the President in the general work of the Club and, in the absence of the President and Vice-President, preside at all Executive and Membership meetings. (Amended, 25Feb99)

10.2.3.2           The Secretary shall maintain correspondence, have custody of the files, ensure that proceedings at Executive and General Membership meetings are correctly recorded and that minutes of these meetings are available for inspection by members at reasonable and convenient times. (Amended, 25Feb99)

10.2.3.3           Subject to the provisions of Section 12.2.1, (Annual General Meeting), the Secretary shall see that notices of General Membership meetings are posted at least seven (7) days prior to such meetings. Meeting notices shall contain an agenda, including any special items required by this Constitution to be brought to the attention of the Membership. (New, 25Feb99)

10.2.4              TREASURER

10.2.4.1           The Treasurer shall:

(a)        receive and collect all monies due to the Club and shall be in charge of and preserve all monies and property of the Club; (Amended, 25Feb99)

(b)       deposit all monies and other valuable effects to the credit of the Club in such bank or other financial institution as may, from time to time, be designated by the Executive; (Amended, 25Feb99)

(c)        under the direction of the Executive, pay all bills and current expenses, taking proper receipts therefor; (Amended, 25Feb99)

(d)        with the approval of the Membership, invest funds of the Club in such securities as are permitted by law; (Amended, 25Feb99)

(e)        render to the Executive and Membership when required, an account of all transactions and of the financial position of the Club; (Amended, 25Feb99)

(f)        keep accurate records of membership and membership cards; (Amended, 25Feb99)

and,

(g)        assist the President in the general work of the Association. (Amended, 25Feb99)

10.2.4.2           At the end of each fiscal year the Treasurer shall prepare a financial statement which shall be referred to an Auditing Committee of two or more members, who shall be appointed by a General Membership Meeting, who shall audit the statement and report at the Annual General Meeting. (New, 25Feb99)

10.2.5              EXECUTIVE DIRECTORS

10.2.5.1           The Executive Directors (2), shall assist the President in the general work of the Club and in particular shall be responsible to ensure that the appointed Coordinators are fulfilling their respective duties as assigned from time to time and make reports to the Executive. (Amended, 27Sep07)

10.2.6              CO-ORDINATORS (4)

10.2.6.1           The Executive shall appoint such members as are required to the following positions:

a)         Annual Show Co-ordinator

b)         Out of Town Show Co-ordinator

c)         Operations Co-ordinator

d)         Maintenance Co-ordinator

(Amended, 25Feb99)

10.2.6.2           The Co-ordinators shall be responsible for the duties as assigned to them from time to time by the Executive or membership. They shall in general help plan meetings and other activities to see that Club functions and in particular Club shows, in and out of Town are properly organized. They shall report directly to the Executive Director. (Amended, 25Feb99)

10.3                 EXECUTIVE

10.3.1              The affairs of the Club shall be under the management and control of the Executive which may exercise all such powers and do all such acts and things as may be exercised or done by the Club and are not required by this Constitution to be exercised or done by the Club at General Meetings. (New, 06Mar03)

10.3.2              Any decision of the Executive may be subject to review and ratification at a subsequent General Meeting. (New, 25Feb99)

10.3.3              The Executive shall prepare a budget for the forthcoming financial year and present it to the February Annual General Meeting for adoption. (New, 25Feb99)

11.1                 Special committees shall be appointed by the Executive as the occasion arises.

11.2                 Publicity shall be the responsibility of the Executive and must include the Club logo. (Amended, 27Sep07)

11.3                 Any Committee so appointed shall cease to function when its terms of reference have been fulfilled by the filing of a report to the Executive.

12.1                 All meetings shall be conducted under Roberts Rules of Order. General and Executive meetings shall be held monthly, unless otherwise directed by the President. (Amended, 19Jun97)

12.2.1              An Annual General Meeting shall be held during the month of February. Notice of such meeting shall be posted at least fourteen (14) days in advance. (New, 19Jun97)

12.2.2              In addition to the Nominations as provided for in Article 14 below, the Executive shall present its proposed budget for the coming year, it’s annual report and a financial statement for the preceding fiscal year to the meeting and shall answer any questions pertaining thereto. (Amended, 27Sep07)

12.3.1              Subject to the provisions of sub-section 12.4, no General Membership Meeting shall be held in July or August. (New, 26Feb04)

12.3.2              The order of business at General Membership Meetings shall be as follows:

(a)        Call to order;

(b)        Reading the minutes of the previous membership meeting;

(c)        Any business arising from the reading of the minutes;

(d)        Reading of communications;

(e)        Reports of Committees;

(f)         Presidents Report;

(g)        Financial statements;

(h)        Unfinished business;

(i)         New business;

(j)         Adjournment. (New, 26Feb04)

The Executive may at any time, on at least forty-eight (48) hours notice, and shall upon a requisition in writing signed by seven (7) or more members, convene a Special General Meeting. Any such requisition shall express the purpose of the meeting and be given to the President or Secretary. The Executive shall, within ten (10) days after receiving the requisition post a notice stating the place, date and purpose of such meeting. If the Executive fails, after receiving a proper requisition, to convene the requested meeting, those members requesting the meeting may themselves convene it and if the above requirements have been met, such meeting shall be as capable of transacting the business stated in the notice as if called by the Executive. (New, 26Feb04)

12.5.1              The Chairman shall preserve order and decorum and decide questions of order and practice, stating the rule applicable. His decision shall be subject to an appeal to the meeting. (New, 26Feb04)

12.5.2              The Chairman may only vote on a motion when there is an equal division, or in the election of Officers. (New, 26Feb04)

12.5.3              Every member shall, prior to speaking, rise and address the Chairman. (New, 26Feb04)

12.5.4              When two or more members rise at the same time, the Chairman shall decide who is to speak first. (New, 26Feb04)

12.5.5              When the Chairman is putting a question, no member shall speak or move about the meeting room. (New, 26Feb04)

12.5.6              No member shall be interrupted while speaking, except on a point of order. (New, 26Feb04)

12.5.7              When a member is called to order, he shall resume his seat until the point of order is decided; he may, however be permitted to make an explanation, but in no case to introduce new matter. (New, 26Feb04)

12.5.8              Any member may appeal the decision of the Chairman by rising and stating: “I appeal from the decision of the Chair”. (New, 26Feb04)

12.5.9              When the ruling of the Chairman is appealed against, he shall have the right to state his reasons for the decision given, but otherwise there shall be no debate. He shall put the question in the following words: “Shall the decision of the Chair be sustained?” (New, 26Feb04)

12.5.10            No member shall use improper language or speak to any subject other than the question in debate. (New, 26Feb04)

12.5.11            No member shall speak more than once on the same question, nor longer than five (5) minutes, without the permission of the Chairman, except that the mover shall have the right of reply, after which the debate shall close. This rule shall not apply when in committee of the whole. (New, 26Feb04)

12.5.12            A motion to adjourn shall always be in order, except when it was the next preceding motion. (New, 26Feb04)

12.5.13            A member may require the motion under discussion to be read for information at any time during the debate, except when another member is speaking. (New, 26Feb04)

12.5.14            A motion may be withdrawn by the mover at any time before it has been stated by the Chair and maybe withdrawn by the mover with the consent of the meeting at any time after it has been stated by the Chair. (New, 26Feb04)

12.5.15            When a question is being debated, no motion shall be received, except to amend, to postpone, to lay on the table, to put the previous question or to adjourn. (New, 26Feb04)

12.5.16            No motion to amend an amendment to an amendment shall be received. (New, 26Feb04)

12.5.17            Any member who has obtained the floor may move that the previous question be now put and if the motion is seconded the Chairman, without allowing further debate, shall put the motion in the following words: “Shall the vote on the main motion now be taken?”. Such motion requires a two thirds vote and if it gains less than that, debate shall continue as if the motion had not been made. (New, 26Feb04)

12.5.18            Every motion, before being debated or voted on, shall be read aloud by the Chairman. (New, 26Feb04)

12.5.19            A vote shall be taken only after all debate is exhausted or a motion “that the question be now put” has been carried by the requisite two thirds majority. (New, 26Feb04)

12.5.20            Any member refusing to resume his seat when requested by the Chairman may be suspended by the Chairman from that meeting. (New, 26Feb04)

12.5.21            Where a motion or resolution has been adopted by a membership meeting, and where, after investigation and due consideration the Executive is of the opinion either that the motion or resolution is impossible to implement or that its implementation would be harmful to the Club, the Executive may hold such motion or resolution inactive until the next ensuing General Meeting and report to such meeting the reasons for holding such motion for reconsideration. Such motion or resolution if reaffirmed by such meeting shall be acted on. (New, 26Feb04)

12.5.22            In all unprovided cases the Chairman shall decide, but his decision shall be subject to an appeal to the meeting and generally the rules as defined in “Robert's Rules of Order” shall be followed. (New, 26Feb04)

12.5.23            The foregoing Rules of Order shall apply to meetings of the Executive, mutatis mutandis. (New, 26Feb04)

13.1                 A quorum shall consist of twenty-five percent (25%) of the voting membership at a General Meeting or three (3) Officers at an Executive Meeting. (Amended, 25Feb99)

14.1                 NOMINATIONS

14.1.1              Nominations to the Executive shall take place at the regular General Membership Meeting in January. (New, 27Sep07)

14.1.2              Elections to the Executive shall take place at the Annual General Meeting. (Amended, 27Sep07)

14.1.3              The Executive members attending the regular General Membership Meeting in January shall appoint one of their number, who is not seeking office, to act as the Nominations Chairman for the conduct of nominations and elections. (Amended, 27Sep07)

14.1.4              Nominations to Executive office shall, subject to the provisions of sub-section 14.1.5, be open to every Active member of the Club in good standing and who has been a member in good standing for the past two years. (Amended, 27Oct05)

14.1.5              The nomination of any person absent from the Annual General Meeting shall be accepted only when the Chairman has in his possession, prior to the closing of nominations, a written statement signed by the nominee accepting the nomination. (New, 19Jun97)

14.1.6              After all nominations have been made any nominee may withdraw by announcing his withdrawal to the Chairman. (New, 19Jun97)

14.1.7              Should there be only one candidate nominated for an office the candidate so nominated shall be declared elected by acclamation. (New, 19Jun97)

14.1.8              No member may hold more than one office within the Club. Should any member of the Executive accept a nomination to another office prior to completing their term in office, their office shall be declared vacant but the member shall continue to hold office until their successor has been elected. (New, 19Jun97)

14.2.1              Should there be more than one candidate nominated for any office the Chairman shall arrange for an election by secret ballot. (New, 19Jun97)

14.2.2              Every Active member of the Club in good standing shall be eligible to vote for one candidate for each of the offices. Any ballot which contains more than one choice or no choice shall be void. (Amended, 26Feb04)

14.2.3              The Chairman shall act as Returning Officer for the conduct of the elections and every candidate shall be entitled to have one scrutineer present at the counting of the ballots. The Returning Officer may call on other members of the Club, not standing for office, to assist in counting the ballots. (New, 19Jun97)

14.2.4              If, in counting the ballots, it should appear that there were more ballots cast than the number of eligible voters, or if the Returning Officer suspects that gross irregularities or fraud have taken place in connection with the election, he shall order another ballot taken forthwith. (New, 19Jun97)

14.2.5              After the count the Returning Officer shall make and sign a return showing the number of votes received by each candidate and shall declare elected the candidate who has received the highest number of votes for the office being contested. In the event of a tie the Returning Officer shall cast the deciding vote. The Returning Officer shall have a copy of the signed return posted in the Club room for the information of the members. (New, 19Jun97)

14.2.6              Any candidate in an election who wishes a recount of the votes shall make a verbal request to the Returning Officer stating his reasons for the request. (New, 19Jun97)

14.2.7              There shall be only one recount of any election. (New, 19Jun97)

14.2.8              The return and the ballots shall be destroyed by the Returning Officer upon a successful motion by the members present at the Annual General Meeting. (New, 19Jun97)

15.1                 Any member, who in the opinion of the Executive, is found to be in violation of the Club objectives shall be placed on notice by the Executive. The notice shall advise the member that further violations of Club Objectives may result in expulsion from the Club.

15.2                 Where a members expulsion from the club has become an issue to be dealt with, the member shall be notified, in writing, at least fourteen (14) days prior to the meeting where that members expulsion is to be decided. The member may make such representations as they choose in support of their continued membership and any member present may reply. The members expulsion shall be decided upon a vote by two thirds of the membership present at the meeting called to decide the issue.

15.3                 Where a member is expelled after May 1st in any year, their membership dues, if paid, shall not be refunded.

16.1                 Except where a member has been expelled under Section 14.2, the Executive may, in its sole discretion, continue any membership or member privilege which the Executive deems as warranted.

17.1                 Special circumstances, as may arise from time to time, which are not covered under this Constitution and By-Laws shall be determined by the Executive. Such determination made by the Executive shall be presented to the members at the next most practicable meeting and the members shall ratify or reject the continuance of that determination.

17.2                 Upon the ratification of this constitution all property or assets now considered as Club property shall remain as Club property or assets.

17.3                 Work done on, or, property donated to, the Club and/or the Club layouts, shall remain the property of the Club should the donator or member decide to leave the Club or be expelled.

18.1                 This Constitution and By-Laws maybe amended at any General meeting by a two-thirds majority vote of the members present, only after notice of the amendment has been given in writing to the Executive at the meeting prior.

18.2                 Notwithstanding the provisions of Section 18.1, the By-Laws may be amended from time to time by the Executive, provided any such amendment will not decrease any of the benefits prescribed in such By-Law.

18.3                 Any amendment to this Constitution and By-Laws shall become effective on the date named in the amendment or if no date is specified, on the date it receives approval.

18.4                 This Constitution and By-Laws shall go into force and become effective upon its ratification by the members of the Club.

18.5                 Ratified this 9^th day of January 1997, by a unanimous vote of the voting members of the Club present.

18.6                 This Constitution and the By-Laws made thereunder are amended and revised to September 27^th, 2007.

18.7                 Under the seal of the Minister of Consumer and Business Services, the honourable Norm Sterling, the Lindsay & District Model Railroaders were incorporated on the 5^th day of February in the year 2002. (New, 06Mar03)

1.         All persons entering or leaving the Club room, on the first and last occasion respectively, must sign in and out in the sign in book provided. This includes Thursday Club nights.

2.         Smoking will not be permitted in Club facilities.

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