Bylaws (Passed 2021)


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

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



RealRail Bylaws Article 5 BOARD OF DIRECTORS

Section 5.1 Board Structure

Elected board positions will be:


Vice President



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

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

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: 4908 Lena Rd, Unit 101, 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

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

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


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

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

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.


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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