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COASTAL MOUNTAIN RAILROAD

BYLAWS AND RULES OF PROCEDURE

ARTICLE I NAME

The name of this organization shall be Coastal Mountain Railroad with the logo initials CMR hereinafter referred to as such.

ARTICLE II TYPE OF ORGANIZATION

This group is a voluntary, not for profit Organization of Individuals who foster interest in model railroading and in modular railroading in particular.

ARTICLE III PURPOSE AND OBJECTIVES

The primary purpose of CMR is to promote the free exchange of information between members and model railroaders at large and to promote the hobby of model railroading.

More specifically, the objectives of CMR are:

A) to promote the education of, and help expand the knowledge and skills of, its members and others in the hobby of model railroading;

B) to encourage a free exchange of model railroading technical information and model building techniques by its members;

C) to provide adequate communication to keep members abreast of current events in the model railroading hobby that will beneficial to them.

CMR shall have no power or authority over its members. Neither CMR nor its officers shall be responsible for the actions of any of its members.

ARTICLE IV MEMBERSHIP

SECTION 1. ELIGIBILITY.

Any individual interested in the purpose and objectives of CMR as stated in ARTICLE III may become a member subject to provisions of the By-laws and Rules established by the Board of Directors.  We are a closed club and (New members must be approved by the Board of Directors before membership commences.)

SECTION 2. MEMBERS.

Membership in CMR are those individuals who reside within the boundaries of the United States and Canada.

SECTION 3. MEMBERS IN GOOD STANDING.

Members who maintain their membership by payment of dues as required under the By-laws and who otherwise qualify shall be considered in good standing and entitled to full privileges of membership.

SECTION 4. MEMBERSHIP LIMITATIONS.

Membership shall be limited to those qualified by these By-laws, as well as others that apply and are approved by the Board of Directors.  (New members must be approved by the Board of Directors before membership commences.)

SECTION 5. TRANSFER OF MEMBERSHIP.

Memberships are not transferable.

SECTION 6. TERMINATION.

Membership will be terminated if payment of dues to the Secretary/Treasurer of CMR has not been received prior to the end of February of each Calendar Year. No termination action will take place until determination by the Board of Directors that the above qualifications have not been met or the determination by the Board of Directors that unacceptable social behavior has occurred.

SECTION 8. ATTENDANCE AT MEETINGS.

The Board of Directors shall have the right to exclude or reject the attendance of any non-member guest.

ARTICLE V FINANCES.

SECTION 1. FISCAL YEAR.

The fiscal year of CMR shall be the calendar year unless otherwise established from time to time by the Board of Directors.

SECTION 2. ORGANIZATION DUES.

Annual membership dues shall be those established by the Board of Directors.

Payment of membership dues shall be paid to the CMR Secretary.

Registration fees and assessments may be imposed from time to time by the Board of Directors.

ARTICLE IV ORGANIZATION AND STRUCTURE

SECTION 1. OFFICERS.

The Board of Directors shall consist of the following: President, Vice President, Secretary/Treasurer and the junior Past President.

SECTION 2. TERMS OF OFFICE.

The nominal term of office will be two years, with the incumbent serving until another is regularly elected to fill the office. The initial term of the Secretary/Treasurer shall be three years to allow for continuity.

SECTION 3. ELIGIBILITY.

Any member who has given previous assurance that, if elected, will diligently carry out the duties of the office.

SECTION 4. RESIGNATION.

Upon resignation of any officer, the President will call an election to fill the position for the remainder of the term. If the President resigns, the Treasurer will call an election to fill the position of the President for the remainder of the term.

SECTION 5. NOMINATIONS.

Prior to the final meeting of the term, the President shall appoint a nominating committee, chaired by a non-candidate member, charged with presenting a slate of officers for each office. Nominations will be accepted from the general membership.

SECTION 6. ELECTIONS.

Elections shall be either by secret ballot or by mail ballot at the discretion of the Board of Directors with a simple majority of the votes cast needed to elect. The ballot shall be constructed so that a candidate may run for multiple offices. The ballot will be valid with only one choice per candidate and one choice per office.

SECTION 7. DUTIES AND RESPONSIBILITIES.

The Board of Directors shall be the governing body of the Organization and its actions shall be final, unless otherwise specified by these By-laws.

ARTICLE VII DUTIES OF OFFICERS

SECTION 1. PRESIDENT.

The President shall:

1. Be the principal executive officer an preside at all sessions of the organization and the Board of Directors.

2. Appoint all committees not otherwise provided for.

3. Make provision for the discharge, pro tempore, of the necessary duties of absent or suspended officers.

4. Prepare an agenda for all meetings of the organization.

5. See that the Rules of Procedure of the organization are sustained.

6. Perform such other duties as customarily pertain to the office of President.

SECTION 2. VICE PRESIDENT AND DIRECTOR OF MARKETING.

The Vice President shall:

1. Be an aide to the President.

2. Perform the duties, temporarily, of the President, in the absence of the that officer.

3. Perform as the Sales and Marketing director for the public and private displays of the railroad as well as any other items marketed by the CMR. This officer will be responsible for the coordinating of all displays.

SECTION 3. SECRETARY/TREASURER.

The Secretary/Treasurer shall:

1. Be responsible for keeping a record of the proceedings of all meetings and be responsible for the distribution of such proceedings to members and others with an interest in such proceedings.

2. Be responsible for the correspondence of the organization.

3. Issue notice of meetings and agenda to members as directed by the Board of Directors.

4. Receive all requests for membership and assure their proper review and disposition, notifying the prospective member of such disposition.  (New members must be approved by the Board of Directors before membership commences.)

5. Maintain accurate and timely rosters of members and of any committee that may be appointed.

6. Collect all moneys owed to CMR, recording same, and transferring such funds to the treasurer.

7. Be responsible for the organization's treasury and other assets in accordance with these By-laws.

8. Reimburse other officers for reasonable out-of-pocket expenses associated with the preparation and mailing of all organizational correspondence.

9. Reimburse other individuals or organizations for approved and reasonable expenses incurred in carrying out their responsibilities.

10. Report to the Board of Directors all receipts and disbursements at the next regularly scheduled Board of Directors Meeting.

ARTICLE VIII AMENDMENTS

These By-laws may be amended at any meeting of the Board of Directors with the proviso that all members of the Board of Directors have been notified at least 30 days before this meeting takes place.

ARTICLE IX QUORUM

For any session, a quorum shall consist of a majority of the members present.

ARTICLE X PARLIAMENTARY AUTHORITY

The rules contained in "Robert's Rules of Order, Revised" shall govern the procedure in all cases to which they are applicable, and in which they are not inconsistent with these By-laws.

ARTICLE XI LIABILITY

No liability of any kind for damages arising from errors or omissions in the making up, recording or communication of programs or information concerning them shall attach to Officers or members.

ARTICLE XII DISSOLUTION OF THE ORGANIZATION

The organization may be dissolved by a majority vote of the Board of Directors at which time the funds remaining (if any) in the Treasury will be transferred to another organization; this organization, to be decided by a majority vote of the Board of Directors. This organization must be associated with model railroading or railroading in general and can be a railroading historical society.

Accepted: June 16, 1996 by a unanimous vote of the charter members.

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