Bylaws (Passed 2021)

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 “RealRail”


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
directorsMembership 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


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 nonboard members will be created to solicit member
nominations for the open director positions.


Section 5.3 (a) The election of board members will be held at the January
general membership meeting.


Section 5.3 (b) The Board of Directors may by majority vote, elect a regular
member to replace any unscheduled open Director position.


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 reevaluated 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 (Operating) Funds


Show


Store Retail and Travel Shows


Ebay and Paypal Funds


Special Use (Capitial) 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 may create appropriate ad hoc committees to examine and address
topics and issues that will provide the board of directors and/or members information to
recommend and authorize a course of action to improve the Organization’s purpose.
Topics that may be addressed, but not limited to, a committee are:


Education; Special Interest; Layout revisions; Tours; Activities with other orgnizarions.


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 twothirds 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 twothirds membership vote (proxy, personal vote or
electronic vote) at the scheduled meeting will constitute a nonapproval vote.


Section 9.1 (b) After a failure to obtain a twothirds 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.


Assign regular or seasonal members to support club activities. This may include, but is
not limited to; support of club subcommittees, layout or simple building maintenance,
maintaining club disposable inventories.


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.

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