Bylaws (Passed 2017)

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:

Full Member

Seasonal Member

Life Member

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

Bylaw revisions

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:

Personal attendance

Proxy

Electronic

 

RealRail Bylaws          Article   5          BOARD OF DIRECTORS

Section   5.1                  Board Structure

Elected board positions will be:

President

Vice President

Secretary

Treasurer

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:

General Funds

Show

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.