Official Bylaws For The Swanton Area Railroad and Model Club, Inc.
Official Date: September 2003

Your Bylaws Committee:

KC Wittenmyer, Chairman
Tom Coleman
Cliff Long
Richard Miller
Bruce Birkenkamp
Ken Cairns
Scott Davidson
Lou Glatzer

OFFICIAL BYLAWS OF THE SWANTON AREA RAILROAD AND MODEL CLUB, INC.

It is the mission of the Swanton Area Railroad and Model Club, Inc. to bring the public together in peace, fellowship and to promote the history and spirit of model railroading. Through the information and dedication of our members, to also bring an awareness to the general public through our displays and knowledge. To promote the World's Greatest Hobby, 'Operation Lifesaver' and general safety in respect to the prototype railroads and most important, to have fun!

Article I. The Officers / The Board

(A) Qualifications; Elections; Term

The corporation shall be governed by a board of four (4) Elected Officers and three (3) Divisional Superintendents and shall there in be know and The Board. These elected officials shall be voting members of the corporation in good standing.

The four (4) Officers shall hold the offices of President, Vice President, Secretary, and Treasurer.

The Board shall be elected by the members at the annual meeting in June of the even years or at a special meeting called for the purpose, and shall be elected for terms of two (2) years or until their successors are elected and qualified. Officers shall take office commencing at the July meeting following election.

Nomination of Officers shall be made by nomination proposed by the membership at the May meeting.

All elections shall be held by secret ballot and determined by candidate receiving the highest number of votes. Absentee ballots may be provided to requesting members with deadlines for return as established by the Officers.

A vacancy of any elected position shall be filled by nomination at the next regular meeting with a special election at the second next regular meeting by majority vote. The vacated office shall take effect immediately upon declaration of the vote tallied by the Officers.

(B) Duties And Powers

The Officers are responsible for the management and control of the affairs, funds, and property of the corporation. Their powers are relevant with their duties, subject to the Articles of Incorporation and the Bylaws of the Swanton Area Railroad and Model Club, Inc. They are also subject to the power of the members at the annual meeting or a special meeting to modify or rescind any board action or to adopt measures as they see fit.

The Board may adopt rules governing operations and activities of the corporation, use of the corporation’s facilities by members, and other rules the Officers consider necessary or advisable.

The Board may also appoint standing and special committees and change committee personnel at will, discipline members for misconduct, remove officers for cause, and otherwise exercise such powers as are conferred by law on Boards of Trustees of not for profit corporation, consistent with the Articles of Incorporation and Bylaws.

(C) Meeting, Notice, Quorum

The Board shall meet as called by the President and shall be called by him on written request of any two (2) Officers. Meetings shall be held at a convenient time and place as the President or Board may direct.

Notice of the date, time, and place of a meeting shall be given as required by the Ohio Revised Code Section 1702.31 C, except that oral, written, and electronic notice is sufficient if given personally to the Trustee being notified. Except in an emergency. At least two days notice is required. Notice may be waived as provided in Ohio Revised Code Section 1702.19.

At any meeting of The Board, a quorum shall consist of five [5] Members. In the event an individual is an Officer and a Division Superintendent, the Division may appoint or elect a Member at Large within the Division to be the representative on the Board for any Board meeting called for during their term. (Amendment 8a2006)

Article II. Duties of the Officers

(A) Duties

In addition to the duties stated below, each Officer shall perform such other duties as may be required by the Articles of Incorporation, Bylaws, or as may be assigned from time to time by the members or The Board as well as duties customarily incident to the office.

An Officer may be removed from their post upon motion and second by any two (2) Officers and majority vote of the members in attendance at a regular or special meeting provided written notice and agenda of such issue is provided to all members at least fourteen (14) days prior.

(1) President

Any member of two (2) years standing is qualified for President.

The President shall preside over all meetings of the members, Officers, and The Board. He shall appoint Standing and Special committees and can appoint the Chairperson of any committee. The President is an ex-officio member of all committees.

(2) Vice President

Any member of one (1) year standing is qualified for Vice President.

The Vice President shall perform all of the duties of President in case of the President’s absence or disability. If both the President and Vice President are absent or disabled, the members may appoint a President pro tempore. The Vise President is an ex-officio member of all committees and Chairperson of the Program Committee.

(3) Secretary

Any member of one (1) year standing is qualified for Secretary.

The Secretary shall keep an accurate record of all transactions of the corporation, The Board, the membership, and all committees. He shall give all notices required by law, the Articles of Incorporation, or Bylaws. He shall keep a minute book, and record in it the minutes of the meetings and other transactions of the members, The Board, and Advisory Board. He shall keep documents, correspondence, and other records that are necessary or advisable to preserve. He shall hold all books, papers, and other property in his custody available for inspection by The Board or persons appointed by them, and when he leaves office shall turn the same over to his successor or to the President. The Secretary shall be the Chairperson of the Public Relations Committee.

(4) Treasurer

Any member of two (2) years standing is qualified for Treasurer.

The Treasurer shall receive and safely keep all money, notes, securities, and similar property belonging to the corporation, and deposit, invest, or disburse the same under the direction of The Board or Advisory Committee. Disbursements shall be made upon proper vouchers. He shall keep complete, accurate accounts of all money, property, other assets, liabilities, and financial transactions of the corporation, prepare financial statements of the corporation, and render an account of the financial position of the corporation at the annual meeting of the members and at such other times as the members or The Board may require. He shall hold all books, accounts, statements, vouchers, money, securities, and other property in his custody ready for inspection or audit at any time by The Board or persons appointed by them. When he leaves office, he shall turn the same over to his successor or to the President. He shall prepare and maintain a current roster of members. He shall sign and issue all membership cards.

Article III. Committees; Divisions

(A) Committees

There shall be three (3) standing committees; Programs, Advisory, and Public Relations. It shall be the responsibility of the Program Committee to schedule quests speakers, clinics, and entertainment, to set up tour hours and other matters outside regular meeting activities. The Advisory Committee shall consist of Past Presidents of the club, not to exceed the last four (4) most recent Presidents in good standing, shall meet as necessary by call of The Board, and shall provide non-binding counsel and advise to The Board. The Public Relations Committee shall be responsible for advertising, the club newsletter (a.k.a. The Dispatcher), and general goodwill of the club.

(B) Divisions

There shall be three (3) standing division as follows:

(a) 'HO' Division
(b) 'O' Division
(c) 'N' Division

Each division shall consist of a Superintendent and shall be elected by its members. This election shall coincide with the normal election of Officers. The duties of the Superintendent will be to organize the layout for shows for such division, account for all division owned equipment, and organize division work sessions.

(C) Duties Of Standing Committees And Divisions

In addition to the duties stated below, each outstanding committee shall submit proposed budgets as directed by The Board, submit reports at each meeting of The Board or such other times as The Board may require, and perform such other duties as may be assigned from time to time by the members or The Board. Consistent with its areas of responsibilities, the Articles of Incorporation and the Bylaws, each committee shall recommend to The Board for adoption such bylaws and rules as the committee considers necessary or advisable, may adopt interim rules pending approval by The Board, and is responsible for enforcing bylaws and rules affecting its areas of responsibilities. Each committee shall cooperate, and coordinate its activities with other committees whose responsibilities may overlap.

(D) Special Committees

The Board may form time to time create special committees and assign them duties as The Board considers necessary or advisable. The life of a special committee shall not extend beyond the term of The Board which creates it, unless The Board specifies that the special committee is to be permanent or that its life is to extend until completion of its task, or unless the incoming Board renews the committee for The Board’s term. Members of special committees shall be appointed by the President with the advice and consent of The Board. The Board may disband a special committee at any time.

(E) Board Control Of Committees and Divisions

The activities of all committees and Divisions are subject to the direction and review of The Board.

Article IV. Members

(A) Definition Of Member(s)- Their Rights And Privileges

(1) Individual Memberships

A member of the corporation is a person of at least sixteen (16) years of age, who has an interest in model railroading, has paid the prescribed dues, and has been accepted as a member as provided in Article IV Section (B) of the Bylaws.

(2) Family Memberships

Family membership includes all individuals living at the same residence address, and includes grandchildren, foster children, and adopted children. Family members under the age of sixteen (16) years must be accompanied and supervised by an adult member.

Until membership is terminated by death, resignation, expiration, or expulsion, a member in good standing is entitled to exercise all the rights and privileges of the type of membership to which he/she belongs.

(3) Life Memberships

A) How To Become A Life Member

i. Any member who has obtained 25 years in good standing or.
ii. Nomination for outstanding service given in writing to The board for consideration, voted on, and passed by the membership.

B) Privileges Of A Life Member

i. All dues will be waived, and
ii. All membership rights will be retained

(4) Honorary Memberships

A non-member may be nominated to The Board for recognition as an Honorary Club Member. The Board shall present a recommendation to the membership for a vote.

(B) Admission Procedure

Application for membership shall be in writing on a form prescribed by The Board, which shall include the applicant's agreement to abide by the Articles of Incorporation, bylaws, and divisional specifications.

Approval of the application by The Board is required in order for the applicant to become a member. If the applicant is approved, the Treasurer shall issue a membership card for the new member. If the application is rejected, the applicant shall have no indebtedness to the club.

(C) Fees, Dues, Assessments, and Other Charges

Dues shall be established by the members at the annual meeting in June and are payable no later than the September meeting. Members will be dropped from the active roster of the club if dues are not paid by the October meeting.

(D)Conduct and Discipline

(5) Standards Of Conduct

(a) Members shall at all times conduct themselves with decency, decorum, and probity, treat other members, guests, club personnel, and others with courtesy and respect, observe all reasonable safety precautions, and abide by the Articles of Incorporation, Bylaws, and the Divisional Specifications. Members shall see that their family members and guests adhere to the same standards of conduct. Children under the age of sixteen (16) shall be supervised by their parent or a designated adult club member with no exceptions considered at all club functions.

(b) When at shows, members should remember that they represent the club and their conduct should reflect this. No member shall wear clothing advertising products or containing crude or obscene impressions at public events. When working a show, member should wear appropriate clothing. Any breach of these standards by a member constitutes misconduct.

(6) Discipline

The Board may admonish a member in writing or expel a member for any misconduct. A notice of a hearing is required, and The Board is required to inform the member of the reason for the admonition. If the member is expelled, the Treasurer shall refund the dues paid for the current dues period, and the corporation owes no further duty to the member, nor does the member have any further remedy. In due recourse, the member has the right to a hearing by the membership.

Article V. Meetings

(A) Monthly Business Meeting

The members shall meet once per calendar month after 6:00pm for a general business meeting and as scheduled at the prior monthly meeting.

(B) Annual Meeting Of Members

The annual meeting of the members shall be held during the month of June each year. The date and time of the meeting shall be stated in a written notice to the members by letter, newsletter, or other means, at least fourteen (14) days prior to the meeting.

(C) Special Meeting Of Members

A special meeting of the members may be held at any time at the call of the President or The Board. The President or The Board shall call a special meeting of the members upon the written request of a majority of the voting members. At least seven (7) days written notice of the meeting shall be given to the members. The notice of meeting, and any request by members to hold a special meeting, shall briefly state the purpose of the meeting.

(D) Order Of Business

Unless otherwise ordered by a majority of the voting members present, the order of business at any regular or special meeting of the members shall be:

1) Call To Order
2) Roll Call
3) Reading Of The Minutes
4) Reading Of Receipts, Distributions, And Bills
5) Reports Of Officers- President And Vice President
6) Committee Reports
7) Division Reports- O Division, HO Division, N Division
8) Unfinished Business
9) New Or Miscellaneous Business
10) Good Of The Club
11) Show And Tell And/Or Clinics
12) Adjournment

(E) Quorum

The voting members in good standing present at any regular or special meeting of the members constitute a quorum.

Article VI. Funds

(A) Treasurer shall maintain all funds in a bank account that yields interest at the direction of The Board.

(B) Clubs funds shall be expended only for club operating expenses and only following majority vote of members in attendance at regular or special meeting and after motion and second of any two (2) members to place issue to vote. A documented list of expenditures shall be required prior to vote.

(C) An exception to (B) above, is funds earned by a division can be spent by that same division by majority vote of its members.

(D) The Board has the discretion to spend up to $200 for any unforeseen emergencies.

Article VII. Amendments

(A) This set of Bylaws may be amended, repealed, and reenacted, or repealed outright by a vote of two thirds (2/3) of the voting members in good standing at the annual meeting or at a special meeting called for the purpose.

(B) Amendments to the Bylaws must be presented, in writing, to The Board with ten (10) signatures of members in good standing.

(C) All amendments will be read at three (3) meetings and voted on at the third meeting.

Formal date these Bylaws go into effect: September 5, 2003

Bruce Birkenkamp, President
Richard J. LaJeunesse, Vice President
Carl L. Wittenmyer III, Secretary
Philip Kauffman, Treasurer

Suggested Amendments

Article I, Section (A), Paragraph 4- Nominations for Officers shall be made by nomination proposed by the membership at the May meeting in even years by formal motion to the Secretary.

We propose to drop 'by formal motion to the Secretary'.

Article I, Section (B), Paragraph 2- The Board may adopt rules governing operations and activities of the corporation, use of the corporation's facilities by members and others, and other rules the Officers consider necessary or advisable.

We propose to drop 'and others'.

Article I, Section (B), Paragraph 3- The Board may alsdo appoint standing and special committees and change committee personel at will, discipline members for misconduct, remove Officers for cause, fill vacancies in any office or at its own membership, and otherwise exercise such powers as are conferred by law on Boards of Trustees of not for profit corporation, consistent with the Articles of Incorporation and Bylaws.

We propose to 'fill vacancies in any office or at its own membership'.

First Reading: February 6, 2004
Second Reading: March 5, 2004
Third Reading: April 2, 2004

Approved.