RealRail ByLaws Article 1 ORGANIZATION IDENTITY
Florida incorporated name is “The Railroad Education and Learning Center of Florida, Inc” per the September 22, 1975 amended articles of Incorporation
DBA “Real Rail”
RealRail Bylaws Article 2 ORGANIZATION PURPOSE
Section 2.1 Organization Objectives
A. To educate persons engaged in model railroading in the methods of building and operating model railroad equipment
B. To promote and encourage the art and craft of scale model railroading in conjunction with the objectives and efforts of the National Model Railroad Association
C. To build and maintain museum quality scale model railroads of a size and complexity not generally possible for an individual
D. To operate these railroads in a manner typical of the prototype railroads thereby teaching members and visitors the technology and science of rail transportation
E. To participate in public events for charitable and educational purposes through exhibits, operating displays and public intercourse
F. To offer knowledge and skills to the public, both young and old, as well as making available a library covering all aspects of prototype railroading and model railroading
G. To demonstrate and share the enjoyment of learning new skills and in model railroading in general
H. To do such other things as are incidental to the purpose of the Corporation necessary or desirable in order to accomplish them
RealRail Bylaws Article 3 MEMBERSHIP
Section 3.1 Membership Types
Three classes of members:
Life Member classification is obtained after a Board of Directors nomination by a board majority vote and a General Membership majority affirmative vote.
Class of membership is based upon the annual dues obligation and payment frequency.
Section 3.1 (a) Dues Obligation is per the current board of directors approved rate and frequency schedule per board minutes. Reference Article 7.2
Section 3.2 Membership Eligibility
All persons aged 18 or older are eligible to make application for membership. A membership application form must be completed and submitted to the board of directors. Notification of membership approval/denial will be completed by the board of directors at the next regularly schedule board meeting. Requested membership class will be provided on the application form.
Section 3.3 Membership Continuity
Membership in good standing will be maintained with all dues payments and frequency per current board of directors being met.
Section 3.4 Membership Termination
Any member may request termination by written or verbal notification to the board of directors—Membership Director.
Board of Directors termination of any member will be completed at any regularly scheduled board meeting upon a Membership Director submitted motion or a board initiated action. Approval to teminate will be by a majority vote of the board.
Any prepaid membership dues will be forfeited when membership is terminated by the member or board of directors. No refund of badges/shirts expenditures by the member will be completed.
No refunds will be completed for previously purchased shirts and or name badges.
RealRail Bylaws Article 4 VOTING
Section 4.1 Board of Directors Voting
Agenda specific meeting topics requiring a board of directors approval/denial must have a board of directors meeting quorum present, and a majority vote for approval.
The topic may be presented at a future meeting for a board of directors vote.
Section 4.2 General Membership Voting
Organization topics which require a vote by the general membership include the following:
Annual Board of Directors selection
Removal of a director
Satisfying a quorum voting requirement will be determined by the Secretary based upon the membership director’s report of the total number of active members twenty (20) days in advance of the scheduled vote.
Section 4.3 Voting Methods
Approved voting methods include:
RealRail Bylaws Article 5 BOARD OF DIRECTORS
Section 5.1 Board Structure
Elected board positions will be:
Director of Membership
Director of Shows
Director of Education
Director of Technical Services
Director of Public Relations
Director of Exhibits
Section 5.1 (a) Reference board position responsibilities Article 10
Section 5.2 Term Limits
Each Director shall serve for a period of two (2) years.
No Director shall serve for more than four (4) consecutive terms in a single board position
No Director may fill more than one board position.
Section 5.3 Election Sequence
Annually, at a date determined by the current board of directors, an ad hoc nominating committee consisting of three non-board members will be created to solicit member nominations for the open director positions.
Section 5.3 (a) A nominating committee report to the board will be completed during the November board meeting.
Terms of office will be staggered so that four (4) directors are elected annually or as determined to fill vacant director positions.
The election of board members will be held at the January general membership meeting.
Section 5.3 (b) Special elections will be authorized to replace unscheduled open Director positions.
Section 5.4 Eligibility
No seasonal member will be authorized to hold a board position unless the board calls/holds a special meeting to authorize a temporary board assignment to a seasonal member.
Section 5.5 Director Meeting Attendance
Board member meeting attendance by electronic methods is authorized.
RealRail Bylaws Article 6 MEETINGS
Section 6.1 Meeting Location
All Board of Directors and General Membership meetings will be held at the current business address: 6804 Tamiami Trail, Bradenton, Florida. Alternate locations will be advised to all current members via email or postal services 14 days in advance of the alternate location meeting date.
Section 6.2 Meeting Frequency
General membership monthly meetings will be held on the second Tuesday of each calendar month.
Board of Directors monthly meetings will be held on the second Tuesday of each calendar month.
At the discretion of the board president, general membership and board of directors meetings may be combined.
Future meeting dates and times will be announced by the president at the end of each meeting.
Section 6.3 Meeting Cancellations
At the discretion of the board president, general membership and board of directors meetings may be canceled due to weather, health or lack of a quorum situations.
Section 6.4 Single Agenda Special Meetings
The board of directors may call for a special meeting date and location to address any single agenda item. Meeting agenda, date and time will be advised to all current members via email or postal services 14 days in advance of said meeting.
RealRail Bylaws Article 7 FINANCES
Section 7.1 Fiscal Year
The fiscal year of the Organization shall be the calendar year: January 1 to December 31.
Section 7.2 Membership Dues Structure
Full Member Dues to be paid annually, semi annually or quarterly.
Seasonal Member Dues to be paid in three month increments.
Life Member No annual dues obligation.
Dues obligations will be re-evaluated by the Board of Directors from time to time.
Section 7.3 Financial Accounts
The organization treasurer shall maintain segregated US bank accounts as follows:
Store Retail and Travel Shows
Ebay and Paypal Funds
Special Use Funds
Special Use Funds may be established by the Board of Directors.
Project specific funds may not be used for other organization obligations without a majority vote by the board of directors at a duly noticed meeting.
Revenue deposits and expenditures will be made by the treasurer from the selected accounts or by board members as assigned by the treasurer.
Section 7.4 Annual Operating Budget
The board president will authorize the treasurer to coordinate the preparation of an annual budget which will forecast all revenue streams and expense outflows. The proposed budget will be presented at the December board of directors meeting. Approval will require a majority affirmative vote by the board members present. Notification of the approved annual budget will be communicated to the general membership at the January annual meeting.
Section 7.5 Regulatory Reporting
The treasurer will be responsible to file and make payment of all Florida statutory taxes and fees.
The treasurer will be responsible to authorize the completion and filing of all federal statutory IRS schedules via the engagement of a Florida CPA.
RealRail Bylaws Article 8 COMMITTEES
Section 8.1 Creation of Committees
The President will create appropriate ad hoc committees to examine and address topics and issues that will provide the board of directors information to recommend and authorize a course of action to improve the Organization’s purpose
Section 8.2 Committee Chairpersons
The President will select the chairperson of any committee created.
Section 8.3 Committee Termination
Upon completion and formal report to the board of directors the committee will be dissolved.
RealRail Bylaws Article 9 BYLAW AMENDING
Section 9.1 Amending Procedures
Specific bylaws may be amended or repealed via a affirmative vote of two-thirds of the membership, or eighty percent (80%) of all sitting board members.
Bylaw revisions may be made available to all members via US postal services or electronic methods 14 days in advance of the scheduled meeting to consider the revisions.
Section 9.1 (a) Failure to obtain a two-thirds membership vote (proxy, personal vote or electronic vote) at the scheduled meeting will constitute a non-approval vote.
Section 9.1 (b) After a failure to obtain a two-thirds membership vote, the board of directors may approve the amendments by a affirmative board of directors vote by eighty percent (80%) of all sitting board members.
Section 9.2 Voting Procedures
The membership director will provide to the secretary the official membership listing twenty (20) days in advance of the scheduled meeting to be used for the mailing or electronic posting of the proposed amended bylaws.
Voting at the schedule meeting may be by proxy, personal vote or electronic vote.
Section 9.3 Bylaw Revision Effective Date
Approved bylaw revisions will be effective immediately.
RealRail Bylaws Article 10 BOARD OF DIRECTORS RESPONSIBILITES
Section 10.1 President
Preside at board meetings and all called special meetings.
General supervision over the affairs of the organization.
Sign documents on behalf of the organization.
Appoint committees and committee chairpersons.
Section 10.2 Vice President
Have knowledge of the duties of the president.
Assume duties of the president when instructed by the president or in the absence of the president.
Responsible for the maintenance and physical condition of the organization’s building.
Coordinate compliance with all county and state safety and environmental laws.
Section 10.3 Secretary
Maintain all records and documents of the organization
Prepare the minutes of all meetings and distribute to the board of directors.
Coordinate the preparation and issue of required proxies and voting documents.
Record and report to the board of directors the results of all voting topics.
Section 10.4 Treasurer
Maintain bank accounts for all funds.
Ensure the timely deposit of all revenue.
Provide an accounting of all revenue and expenses at each called board meeting.
Coordinate the preparation of the annual budget.
Ensure the compliance with federal and state financial laws.
Coordinate the purchase of required insurance policies as directed by the board.
Report monthly to the membership director a log of member dues received.
Section 10.5 Director of Membership
Maintain appropriate membership records (name, physical address, electronic address, etc.).
Report to the board of directors the status by class of each member.
Maintain the records of required membership dues payments.
Provide to the board of directors any recommendation to terminate a member and the reason for such action.
Section 10.6 Director of Shows
Responsible for the planning and contractual agreements for all shows for which the organization is charged to run by the Board of Directors.
Coordinate with the Treasurer the receipts and expense payments for all authorized shows.
Section 10.7 Director of Education
As directed by the Board of Directors, develops and administrates educational programs which support the organization’s purpose.
Section 10.8 Director of Technical Services
Responsible for the contracting and operations of all technical services authorized by the board of directors to facilitate the organization’s purpose. This includes telephone, internet, computers, WIFI, and website, security, domain management, Constant Contact, and email management.
Coordinates services payments and changes to or terminations of such services.
Section 10.9 Director of Public Relations
Responsible for the effective utilization of services to facilitate communicating with the public and other model railroad enthusiasts via printed and technical communication methods.
Responsible for the content of the organization’s web site, social media such as Face Book and communication software such as Constant Contact.
Section 10.10 Director of Exhibits
Facilitate the various scale layouts’ design and improvement.
Coordinate the request for funds to the board of directors to implement scale improvements.