Bylaws of the Second Division, Pacific Northwest Region of the National Model Railroad Association, Inc.

Article I. NAME

• Name.  The name of this association shall be “Second Division, Pacific Northwest Region of the National Model Railroad Association”.  It is a Non-Profit corporation organized and existing under the laws of the State of Oregon.
• Definitions.  In these bylaws, “NMRA” shall refer to the National Model Railroad Association, Inc.; “Region” shall refer to the Pacific Northwest Region of the NMRA; “Division” shall refer to this corporation, and/or its members, as appropriate; “In the Division” shall refer to the geographical area allocated to the Division by the Region;  “BOD” shall refer to the Division’s Board of Directors.

Article II. OBJECTIVE

• The objective of the Division shall be to promote public education, interest, awareness, and knowledge of model railroading; to promote education and fellowship among Division members; to carry out the various programs of the Region and the NMRA.

Article III. MEMBERS

• Membership.  All NMRA members in good standing who reside in the Division shall automatically be members of the Division.  No one else may be a member of the Division.
• Dues.  The Division shall impose no dues beyond NMRA membership.
• Voting.  All Division members have the right to vote on Division business, except for Family members, Corporate members, and Rail Pass members.  Proxy voting is not allowed.

Article IV. MEETINGS

• Annual Meeting.  The Division shall hold an Annual Meeting in the second quarter of the year.  Its purpose shall be to announce election results; to receive reports from officers and from standing committees; to conduct any other such Division business as may be presented by the members or the BOD.
• Division Meetings. The BOD or Program Committee may call Division meetings to conduct Division business, for education, for entertainment, and/or for fellowship.  Division meetings may be called by five or more members petitioning the Superintendent, stating in the petition the reason for the meeting.
• Location.  All meetings where Division business is conducted shall be held within the Division.
• Notice.  The Secretary shall send a notice of the date, hour, and place of a meeting to all members at least fifteen days in advance.  As necessary, this shall include notice of any special Division business to be handled.
• Quorum.  Ten percent of the current voting membership, but not less than ten voting members, shall constitute the quorum necessary for conducting Division business.
• Attendees.  All Division members, NMRA members from outside the Division, and invited guests who are presenting may attend meetings without limit.  Other non-NMRA members may attend up to three meetings before being required to join the NMRA.

Article V. OFFICERS

• Officers.  The officers of this association shall be a Superintendent, an Assistant Superintendent, and four Directors. All officers must be voting members of the Division in good standing.
• Term of Office.  Officers shall serve for a term of two years or until their successors are selected.  Elected officers shall assume their duties at the close of the meeting or convention at which they are elected.  Appointed officers shall begin their term immediately upon appointment.
• Terms for the Superintendent and Directors 2 and 4 shall begin in even numbered years. 
• Terms for the Assistant Superintendent and Directors 1 and 3 shall begin in odd numbered years.
• Limitations.  A member can only hold one office at a time.
• Removal from Office.  Officers may be removed from office, with or without cause, by a two-thirds vote at a Division Meeting where previous notice has been given.
• Vacancy in Office.  If a vacancy in the office of the Superintendent occurs, the Assistant Superintendent shall automatically fill the position of Superintendent until the next election, thus creating a vacancy in the office of the Assistant Superintendent.  The BOD shall appoint a member to fill the unexpired term of any officer other than the Superintendent.
• Nominations.  In the first quarter of the year, the Nominations committee shall present to the BOD a slate of all consenting individuals for each open office.  No nominations will be accepted after the slate is accepted by the BOD.
• Elections.  Between the acceptance of the slate of candidates and the Annual meeting, a period of not less than 30 days, the BOD shall conduct an election of Officers.  The results of the election shall be announced at the Annual meeting. 
• Duties of Officers.  Officers shall perform the duties provided in these bylaws and such other duties as assigned by the Division, the BOD, the Region, or the NMRA.
• The Superintendent shall act in all ways as the chief executive of the Division and attend Region Board Meetings as a voting member representing the Division.
• The Assistant Superintendent shall perform any of the duties of the Superintendent in the absence of, or at the request of, the Superintendent.

Article VI. BOARD OF DIRECTORS

• Composition.  The Division’s Board of Directors shall be composed of the officers of the Division. A Secretary and a Treasurer shall be appointed to serve at the will of the BOD; they may not be the same person.  The Secretary and Treasurer, if not Directors, shall be non-voting members of the BOD.
• General Duties.  The BOD shall be subject to the orders of the Division and none of its acts shall conflict with action taken by the Division, the Region or the NMRA.  The BOD shall:
• Have general authority over the affairs of the Division between meetings.
• Fix the date, hour, and place of BOD, Annual, and Division meetings.
• Make recommendations to the Division.
• Declare an office vacant.
• Adopt rules and policies as needed to carry on the business of the BOD, provided such rules are consistent with these bylaws and any orders of the Division.
• Perform such other duties as are specified in these bylaws or ordered by the Division, the Region, or the NMRA.
• Duties of the Secretary.  The Secretary shall keep minutes of all BOD and member meetings where Division business is conducted.  The Secretary shall send meeting notices to members.  The Secretary shall be responsible for other necessary communications between the Division and the Region, the NMRA, the State of Oregon, and others as necessary.
• Duties of the Treasurer.  The Treasurer shall have custody of the Division funds; shall deposit and disburse such funds to and from Division owned accounts when appropriate to do so; shall keep full and accurate accounts of such Division transactions; shall provide a clear and complete financial statement to the BOD at each BOD meeting and otherwise when requested.
• BOD Meetings.  Regular meetings of the BOD shall be held at least quarterly at the call of the Superintendent.  Special BOD meetings may be called upon notice by two or more members of the BOD. 
• Notice.  The Secretary shall send a notice of the date, hour, and place of a meeting to all BOD members at least fifteen days in advance.  As necessary, this shall include notice of any special business to be handled.  Notice of BOD meetings shall also be made available to any Division member who wishes to be informed.
• Quorum.  A majority of the voting members of the BOD shall constitute a quorum.  If vacancies would prevent a normal quorum, all remaining voting BOD members together shall constitute a quorum to declare an office vacant; to appoint new officers; to set the date, hour, and place of a Division meeting.  If both the Superintendent and Assistant Superintendent offices are vacant, any remaining voting BOD member may call such a meeting.
• Attendees.  Division members who are not BOD members may attend any BOD meeting or portion of a meeting where disciplinary issues are not discussed.  Division non-members may be invited to the meeting by a BOD member if appropriate. 

Article VII. COMMITTEES

• Creation of Committees.  Standing and ad hoc committees may be created as the BOD or Division shall from time to time deem necessary to carry on the work of the Division.  Duties of each committee shall be as defined by these bylaws, the BOD, or the Division.  Committees shall report to the BOD unless otherwise directed by the Division.
• Standing Committees.  The following standing committees shall be formed by the BOD:  Achievement Program; Membership; Programs; Financial Review; Nominations. 
• Composition.  Any Division member in good standing may be a committee member.  The chairman and any members of all standing committees shall be appointed by the Superintendent unless otherwise directed by the Division.  All committees shall consist of at least a chairman.  The Nominations and Financial Review committees shall include at least one additional member.
• Superintendent Membership.  The Superintendent may never be an appointed or ex-officio member of the Nominations committee or of any disciplinary committee.  The Superintendent may be appointed to any other committee and shall be an ex-officio member of all other committees.
• Quorum.  A majority of committee members shall constitute a quorum.
• Financial Review Committee.  On an at least annual basis, the Treasurer shall provide copies of all banking documents since the last review to the Financial Review Committee for verification.  They shall report out their findings at the next scheduled BOD meeting.

Article VIII. DISSOLUTION

• In the event of the dissolution of the Division, the assets shall be distributed to the Region for their use or liquidation as they may see fit.  No funds shall inure to the benefit of the officers or any individual members.

Article IX. PARLIAMENTARY AUTHORITY

• The rules contained in the current edition of “Robert’s Rules of Order Newly Revised” shall govern the proceedings of this Division in all cases to which they are applicable and in which they are not inconsistent or superseded by these bylaws, any special rules the Division may adopt, or rules of the Region or NMRA.

Article X. AMENDMENTS

• Amendment by Members.  These bylaws may be amended at any meeting of the Division by a two-thirds vote of those in attendance, provided that the amendment has been submitted in writing to the BOD at least sixty days prior to the meeting and is included in the meeting notice.
• Amendment by Organization.  Any amendment to these bylaws necessitated by amendment to the Region or NMRA bylaws shall be adopted by the BOD, and the membership notified, within sixty days following the adoption of such amendments by the superior organization.
• Content.  No amendment to these bylaws shall be permitted that is contrary to the Articles of Incorporation, the laws of the State of Oregon, or the Bylaws of the NMRA, or Region.

Article XI. GENERAL PROVISIONS

• Fiscal Year.  The fiscal year shall be January through December
• Banking.  All disbursements shall require only a single signature of the Treasurer or the Superintendent as long as they are within the limits set by the BOD.  At the direction of the BOD, the Division may maintain some portion of their funds in securities.
• Electronic Processes:  All Division business may be conducted electronically.
• All communications and notices may be delivered via email.
• The BOD and committees may conduct business and make decisions via email, conference calls, and other collaboration methods.
• Division documentation may be kept in electronic form.
• Voting may be carried out electronically.

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