Bylaws | Swanton Area Railroa

OFFICIAL BYLAWS

SWANTON AREA RAILROAD AND MODEL CLUB, Inc. (SARMC)

It is the mission of the Swanton Area Railroad and Model Club, Inc., (the "Corporation" or the "Club") To: Bring the public together in peace and fellowship; Preserve the history and promote the spirit of model railroading, through the information and dedication of our members; Bring an awareness to the general public, through our displays and knowledge; Promote the World's Greatest Hobby (WGH), “Operation Lifesaver” and general safety in respect to prototype railroads and Most Importantly: To Have Fun!

Article I. Members

(A) MEMBERSHIP- Definition, Rights and Privileges

(1)(a) Membership Rights consist of the right to vote and all other privileges specified by Ohio State Law, these Bylaws, by a resolution approved by the members at a meeting, or as per Customs/Traditions acknowledged by the Club, in writing, which includes, but is not limited to running at shows with the Division they have declared and/or ANY other division of the Club, with consent of the run/show's manager for that Division.

(b) Membership in the club may be obtained/maintained by a person of at least eighteen (18) years of age, in writing by completing the Application/Renewal for Membership. The term “Member” is defined to include the Member, their spouse (if applicable), and all individuals living at the same residence address as the Member under the age of 18 and includes grandchildren, foster children, and adopted children. Family members under the age of sixteen (16) years should be accompanied and supervised by an adult member at club meetings and events.

(2) Life Membership may be awarded to any Member in good standing who has maintained membership in the Club for 25 years. Nominations for Life Membership will be made in writing to the Board by the Member or another Member of the club. Nominations for Life Membership will be voted on by the membership at the regular meeting following the nomination. All future dues will be waived for Life Members provided the Member remains in good standing.

(3) Honorary Membership for a non-member may be awarded, after nomination to the Board for recognition as an Honorary Club Member; whereupon the Board shall review the nomination and present a recommendation to the membership for a vote to award or decline to award an Honorary Club Membership. Honorary Members do not have voting rights nor are they required to declare a division.

(B) APPLICATION/RENEWAL OF MEMBERSHIP

(1) Application/Renewal of membership shall be made in writing on a form prescribed by The Board, which shall include the applicant's agreement to abide by the Articles of Incorporation, Bylaws, Divisional Specifications and/or other Rules as adopted by the Board and a completed Declaration of Division.

(2) Approval of the application If the applicant is approved, the Treasurer shall issue a membership card for the new member, which shall include a notation of either "Lifetime" or date of validity. If the application is rejected, the applicant shall have no indebtedness or other obligation to the Club. New member(s) shall receive a book/folder/electronic copy of the current Bylaw's, and all Divisions' specifications and/or rules.

(3) Duration of Membership 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 membership in the club.

(4) Good Standing A Member in good standing has all dues, both past and current, paid (excludes Life/Honorary Members) and has the Member's Declaration of Division and contact information current and up to date.

(5) Declaration of Division Members may be involved in any or all divisions but must declare a primary division for the purpose of voting for Division Superintendent/Assistant Superintendent, as well as division business, including policy and expenditures. Such declaration must be filed yearly when dues are paid and if changed between yearly declarations, must be in writing, acknowledged by the original and new Division Superintendents and filed with Treasurer, who shall place said changed declaration with the most recent declaration-Application/Renewal.

(6) Voting Rights Members and their spouse will be eligible to vote in club business requiring a vote. Other persons falling under the term Member as described in Article I(A)(1) are not eligible to vote on any club business.

(1) Dues shall cover person’s membership from January to December of a given year. Dues shall be established by the Board or an appointed committee at the Annual Meeting in November of a given year and will take effect for the following dues period beginning the following January. Dues are payable no later than the October meeting without loss of voting rights and/or club privileges. Members who do not pay their dues or have them postmarked by the date of the October meeting WILL NOT be eligible to vote at the Annual Meeting in November, including, but not limited to, voting for officers, nor will they be eligible to run for office. Members (including Life/Honorary members) shall update their contact information at the time Application/Renewal is filed and dues paid. Members will be dropped from the active roster of the Club if dues are not paid or information is not updated in writing by December 31. Members who have not paid their dues or have not updated their information will be notified upon appearance at a meeting.

(2) Fees may be charged by the membership for special events or the like (such as a dinner).

(3) Assessments may be established by a Division upon vote of its Members, with the vote's written result(s) deposited with the Secretary of the Club.

(D) CONDUCT – Standards

(1) Conduct. 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, the Divisional Specifications and other Rules that may be approved by the Board. 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 parents or a designated adult Club member with no exceptions allowed at all Club functions.

When in public, in their dealings with the public (including social media/internet activity and the like) or 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 Club events. When working a show, members should wear appropriate clothing, preferably including an identifying button and/or shirt. No solicitation or distribution of materials (EXCEPT Club materials) is permitted at public shows at any time by Club members, their families or guests without written permission from the Board of the Club, including the Show Manager AND the public sponsor/location of the event. This includes selling products, collecting donations, promoting events or distributing flyers/pamphlets. Any breach of these standards by a member constitutes misconduct. Not wearing a button and/or shirt shall not be considered misconduct unless otherwise established by an approved rule.

(2) Discipline. The Board may admonish a member in writing, by unanimous vote of all members of the Board, OR may admonish or expel a member for any misconduct, either upon written notice, informing the Member of the reason(s) for the admonishment or expulsion, AFTER hearing by the Membership at the 1st regular meeting held 30 days or more after the date of the notice. 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.

(E) Meetings

(1) Monthly Business Meetings of the Membership shall be held once per calendar month after 6:00 p.m. for general business and shall be scheduled not later than at the prior monthly meeting.

(2) Annual Meeting of Membership shall be held during the month of November 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.

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

(4) Order of Business unless otherwise ordered by a majority of the voting members present, or the presiding officer, the order of business at any regular or special meeting of the members shall be:

1) Call to Order/Roll Call/WELCOME (In the event of a guest speaker, they may be introduced here and have the floor)

2) Reading and Approval of the Minutes/Secretary's Report

3) Report of Treasurer – a) Reading of balances, income, and distributions

b) Reading of bills and approval of same

4) Reports of Officers – President and Vice President, Archivist/Historian

5) a) Committee Reports

b) Division Reports

6) Acceptance of Officers, Committee and Division Reports

7) Old or Unfinished Business

8) New or Miscellaneous Business

9) Good of the Club – Please keep under 2 minutes

10) Show and Tell and/or Clinics and/or Speakers/guests (this may be moved to immediately following Roll Call/WELCOME for the convenience of the membership/Speakers/guests at the discretion of the presiding officer)

11) Adjournment

(5) Quorum at any regular or special meeting of the members shall consist of no less than nine (9) members of which two (2) must be members of the Board.

Article II. Divisions and Superintendents; Committees

(A) Divisions

(1) Divisions shall be the three (3) as follows:

(a) HO-Division

(b) O-Division

(2)(a) The formation of new divisions in the future will be allowed. Future divisions may be created by three (3) members in good standing by submitting a petition in writing to the Board and having said petition read at two (2) meetings following submission to the Board, followed by a vote of the membership at the 2nd meeting; if approved, a new division shall elect a Superintendent and Assistant Superintendent, who are exempt, if necessary from the "2-year rule" ofArticle III(A)(3), below.Future divisions will not duplicate the divisions already in existence; that is, there will be no other HO, O or N divisions created while the current division remains in existence.

(b) The dissolution or suspension of a division may be effected by a member of the Board bringing notice to the members at a regular meeting of the fact that either a Division has LESS THAN THREE (3) members OR the Division has petitioned in writing to the Board to be dissolved or suspended and having said notice or petition read at two (2) meetings following submission to the membership, followed by a vote of the membership at the 2nd meeting; if approved, any balance in division's fund shall be placed in either the Memorial or General Fund, as directed by the membership as part of the vote to dissolve/suspend.

(3) Each division chaired by a Superintendent, aided by an Assistant Superintendent, who shall also act as a Divisional Secretary and represent the Division on the Board, should the Superintendent be an Officer. Said Superintendent and Assistant Superintendent shall be elected by the Division's members, at the meeting when Officers are elected; the results of the election to be deposited with the Secretary along with the Division minutes

(4) The duties of the Superintendent will include, but not be limited to, organize the layout for shows for each division, organize divisional work sessions, ensure that actions taken by the Division (including setting down and approving Division Specifications) are noted in minutes deposited with the Secretary along with accounting for all division owned equipment, represent the Division by serving on the Board (unless an Officer, in which case the Assistant Superintendent shall represent the Division on the Board) and otherwise help administer the Division, the Club and enforce approved Specifications and Rules.

(5) Responsibilities of the Superintendent are to submit and maintain proposed specifications and code of conduct for Division functions, and submit reports/minutes at each meeting of the Board or following regular meetings of the Division

(B) Committees

(1) Standing Committees shall be two (2): Public Relations/Social Media (which includes the website), and Programs. The Program Committee shall be chaired by the Vice-President and have the responsibility to schedule clinics, show and tell, guests, speakers, and entertainment, to set up tour hours and other matters outside regular meeting activities. The Public Relations/Social Media Committee shall be chaired by the Secretary or his/her designee and shall be responsible for advertising (including social media and the website), the Club newsletter (a.k.a. The Dispatcher), and general public relations and goodwill of the Club.

(2) Special Committees may be created by The Board from time to time 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 extend until completion of its task, or unless the incoming Board renews the committee for that Board's term. Members and Chairs 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.

(3) Duties of Divisions and Active Committees in addition to the duties stated above, are to submit proposed budgets as directed by The Board, submit reports/minutes at each meeting of The Board or at regular meetings of the membership or such other times as The Board may require, and perform such other duties as may be assigned from time to time by the membership or the Board. Consistent with its areas of responsibilities, the Articles of Incorporation, these Bylaws, Divisional Specifications and/or other Rules as adopted by the Board, any Division or Committee shall recommend to The Board for adoption such Bylaws, Specifications and/or Rules as the Division or Committee considers necessary or advisable, may adopt interim rules pending approval by The Board, and is responsible for enforcing Bylaws Specifications and/or Rules affecting its areas of responsibilities. Each Division and Committee shall cooperate and coordinate its activities with other Divisions or Committees whose responsibilities may overlap.

(4) Division and Committee Activities, including all Printed, Oral, and Verbal Communications, Public Relations and/or Social media are subject to the direction, review and approval of The Board.

Article III. The Board, Officers, Superintendents

(A) Qualifications; Elections; Terms

(1) The corporation shall be governed by the Board, which consists of the Officers, and the Divisional Superintendents or their Assistant Superintendents, who will represent the Division if a Superintendent is an Officer, (The Board serves, for purposes of State of Ohio law, as a Board of Trustees and may exercise such powers as are conferred by law on Board of Trustees of not for profit corporations, consistent with the Articles of Incorporation and these Bylaws). These elected officials and superintendents shall be members of the corporation in good standing and no one shall serve on the Board unless they have attained the age of eighteen (18) years and are a member in good standing.

(2) The Officers shall be:

(a) President

(b) Vice President

(d) Treasurer

(e) Historian, if there is an odd number of Divisions. See III(B)(1)(b)(v)

(3) No one shall serve as an Officer, Superintendent or Assistant Superintendent unless they have been a member in good standing for no less than two (2) current, consecutive years.

(4) The Officers shall be elected by a vote of the general membership at the annual meeting in November of the even years or at a special meeting called for the purpose and shall serve for terms of two (2) years or until their successors are elected and qualified. Divisional Superintendents and Assistant Superintendents shall be elected by a vote of their respective division. shall take office commencing at the January meeting following election.

(5) Nomination of Officers and Superintendents shall be made by nomination at the October meeting in even-numbered years by the membership.

(6) Election to and Removal from Office

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

b) An Officer may be removed from their post (and expelled from the Club) 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 prospective vote is provided to all members at least fourteen (14) days prior.

(7) Vacancy in an elected position shall be filled by nomination and special election at the next regular meeting by majority vote: Officers shall be elected by the membership at large; Superintendents and/or Assistant Superintendents by their respective Division. The filled office shall take effect immediately upon declaration of the vote tallied by the Officers and recorded in the Minutes.

(B) Duties of Officers

(1)(a) Duties and Powers of the Officers include that they are responsible for the management and control of the affairs, funds, and property of the corporation. Their powers are correspondent with their duties, subject to law, the Articles of Incorporation, these Bylaws, Divisional Specifications and/or other Rules as may be adopted by The Board.

(b) In addition to the Duties stated above, each Officer shall perform such other duties as may be required by law, the Articles of Incorporation, these Bylaws, or as may be assigned, from time to time by the members or The Board as well as duties customarily incident to a given office, including, but not limited to:

(i) The President shall preside over all meetings of the members and The Board. The President is an ex-officio member of all committees.

(ii) The Vice President shall perform all duties of the 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.

(iii) The Secretary shall keep an accurate record of all transactions of the corporation in coordination with the Treasurer, The Board, the Divisions and/or Division Secretaries, all committees and the membership. S/he shall give all notices required by law, the Articles of Incorporation, Bylaws, Divisional Specifications and/or other Rules as adopted by the Board. S/he shall keep a minute book, and record in it the minutes of the meetings and other transactions of the members, Committees, Divisions and the Board. S/he shall keep documents, correspondence, and other records that are necessary or advisable to preserve (See III(B)(2)). S/he shall hold all books, papers, and other property in her/his custody available for inspection by The Board or persons appointed by them, or the membership at large and when s/he leaves office shall turn the same over to her/his successor or to the President.

(iv) 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. Disbursements shall be made upon proper vouchers and are subject to report, review and approval at regular meetings of the members and/or the Board. S/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. S/he shall hold all books, accounts, statements, vouchers, money, securities, and other property in his/her custody ready for inspection or audit at any time by The Board or persons appointed by them. When s/he leaves office, s/he shall turn the same over to her/his successor or to the President. S/he shall prepare and maintain a current roster of members, which shall be made available as needed and shall issue all membership cards annually in January.

(aa) Funds shall be maintained by the Treasurer in a bank account that yields interest at the direction of The Board. If the Club maintains separate funds (e.g. General, Divisional, Memorial, etc.) separate "line-accounts" of said separate funds shall be maintained.

(bb) All funds received, including 50/50 raffle, shall have a receipt written (even if only a "dummy receipt") documenting same unless a check and ALL receipts and checks shall have noted upon them what fund (e.g. General, Divisional, Memorial) it was earned by or is to be accredited to. Copies of checks, with the fund notation, shall be maintained with the financial records.

(cc) Funds shall be expended only for receipted Club operating expenses and subject to majority vote of members in attendance at regular or special meeting and after motion and second.

(dd) Exceptions to the previous paragraph are: funds earmarked/earned by a Division can be spent by that same Division by majority vote of its members, with written memorialization of that vote filed with the Secretary and Treasurer, and The Board has the discretion to spend up to $200.00 for any unforeseen contingencies, with a copy of said action(s) to be deposited with the Secretary.

(v) The Archivist/Historian shall assist the other officers of the Club, but in particular the Secretary and Treasurer, in preparing, maintaining and preserving the records of the Club, including the Book/s as set forth in III(B)(2), below. The Archivist/Historian, Historian for short, shall be ex-officio and have no vote on the Board IF the number of Divisions is odd.

(2) Duties and Powers of The Board in addition to those stated above, include adopting rules governing operations and activities of the corporation, use of the corporation's facilities by members and others, and other rules the Board considers necessary or advisable. These rules, as well as any customs and/or traditions, and/or any Specifications or Rules adopted by the Divisions shall be kept by the Secretary and/or the Archivist/Historian in Book/s for easy reference along with the Corporation Articles of Incorporation, By-Laws and approved Treasurer’s Reports and approved Minutes of the Corporation (aka Dispatcher), as well as minutes from the Board, Divisions and/or Committee meetings/actions.

(3) Quorum, Notice; Meetings of The Board shall be called by the President upon written request of any two (2) members of the Board. 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 Board Member being notified. Except in an emergency, at least two days’ notice is required and Notice may be waived as provided in Ohio Revised Code Section 1702.19. Quorum at any meeting of the Board shall consist of a majority of its members.

Article IV. Donations

The Club does not charge for shows but gratefully accepts honorariums and donations from individuals or organizations. Any donation initiated electronically through the Club’s social media, a Club event, or as a result of any occurrence associated with the Club is retained by the Club and becomes the property of the Club. The Club then has the duty to process the donation through i) acceptance as Club property, ii) auction, or iii) outright sale with the proceeds going to the Club treasury. All donations to the Club should be reported to the President in a timely manner.

Article V. Amendments

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 a special meeting called for the purpose.

Amendments to the Bylaws must be presented, in writing, to The Board with ten (10) signatures of members in good standing. All amendments must be read at three (3) meetings and voted on at the third meeting. Whenever an amendment is formally approved each member will be given a copy for inclusion in their own booklet.

Proposed and 1st Reading – March 6, 2026

2nd Reading – April 3, 2026

3rd Reading – May 1, 2026

Approved by Majority Vote – May 1, 2026

Disclaimer: These bylaws may contain errors/omissions in formatting that do take precedence over the actual bylaws of the Swanton Area Railroad and Model Club. The official bylaws of the Swanton Area Railroad and Model Club remain the sole guidance for any club business.