Gateway Division NMRA
Constitution
Article I
Name, Purpose and Legal Status
SECTION I: The Gateway Division was organized as a
subordinate body of the Mid-Continent Region of the
National Model Railroad Association, Inc. The full legal
name of the Division is the Gateway Division of the
Mid-Continent Region of the National Model Railroad
Association. The Gateway Division will hereafter be
referred to as the "Division," the
Mid-Continent Region as the "Region," and the
National Model Railroad Association as the
"Association."
SECTION II: The purpose of the Division is to promote
fellowship among model railroaders, to educate them and
the public about the hobby, to develop the various
skills of the hobby, and in general to advance the hobby
of model railroading. The Division shall pursue and
achieve these purposes through publications, functions,
and all other things necessary within the boundaries
established by this Constitution and the Region.
The Division is organized exclusively for
educational, charitable, literary, and scientific
purposes within the meaning of Section 501(c)(3) of the
Internal Revenue Code. The Division shall not
discriminate on the basis of race, color, or religion.
SECTION III: The boundaries of the Division are those
zip code prefixes established by the United States
Postal Service and set forth in the Bylaws.
SECTION IV: The status of the Division is that of a
subordinate body of the Region. The Division is a
non-profit corporation organized under the laws of the
State of Missouri. All actions taken by the Division, or
by members acting under the authority of the Division,
which substantially comply with the Constitution and
Bylaws of the Division and the Association (to the
extent that each complies), shall be construed as acts
authorized by the Division. In case of conflict between
the Constitution and Bylaws of the Division and those of
the Region, those of the latter shall be deemed
controlling. This Constitution, the Bylaws of the
Division, and all amendments thereto, are and shall be
subject to approval by the Region.
SECTION V: The Division is the successor to the St.
Louis Area Model Railroaders which is hereby merged
completely, including all assets and liabilities, into
the Division.
SECTION VI: This Constitution shall become binding
only after approval by two-thirds of all members voting
in a special election called for such purpose, and then
subsequent approval by the Region.
Article II
Membership and Dues
SECTION I: There shall be one class of membership in
the division: Regular Membership. Only a member
of the Association and the Region in good standing may
become a regular member of the Division upon payment of
annual dues in the amount required in the Bylaws.
Expiration of Division membership shall be on the
thirtieth (30) day of June.
SECTION II: Only regular members have the right to
vote in Division elections, meetings, or other matters
submitted to the membership for a vote. All members must
be current in payment of their dues in order to have the
right to vote.
Article III
Functions
SECTION I: Functions include business meetings,
meets, excursions, and all other organized activities
open to all members of the Division which help fulfill
the stated purpose of the Division.
Article IV
Not For Profit Statements
SECTION I: No part of the net earnings of the
corporation shall inure to the benefit of, or be
distributed to, its members, directors, officers or
other private persons except that the corporation shall
be authorized and empowered to pay reasonable
compensation for services rendered.
SECTION II: No substantial part of the activities of
the corporation shall be carrying on of propaganda or
otherwise attempting to influence legislation and the
corporation shall not participate in or intervene
(including the publishing or distribution of statements)
in any political campaign of any candidate for public
office.
SECTION III: The corporation shall not carry on any
other activities not permitted to be carried on (a) by a
corporation exempt from Federal Income Tax under Section
501 (c)(3) of the Internal Revenue Code of 1954 (or
corresponding provisions of any future United States
Internal Revenue Law) or (b) by a corporation,
contributions to which are deductible under Section
170(c)(2) of the Internal Revenue Code of 1954 (or
corresponding provisions of any future United States
Internal Revenue Law).
Article V
Voting
SECTION I: Only those regular members who the records
show to have paid their annual dues shall have the right
to vote.
SECTION II: All matters involving the policies of the
Division as the Board of Directors shall decide,
amendments to this Constitution and the Bylaws, and
election of the Directors shall be submitted to the
membership for a vote.
SECTION III: The Superintendent shall appoint a three
member Nominations Committee to whom all nominations for
the Board of Directors shall be submitted. The
Superintendent shall also appoint a three member
Election Committee, no member of which can be nominated
for or elected to the Board of Directors. All
nominations for the Board of Directors shall be
submitted to the Clerk in writing and signed by the
Chairman of the Nominations Committee no later than
October 1 of the year preceding the annual election
meeting to be held at the December business meeting. The
Clerk shall then put all such nominations on a paper
ballot and mail or distribute one copy of the ballot to
each regular member then entitled to vote. The ballots
shall be postmarked no later than the third Saturday of
November and shall bear the name and address of the
Chairman of the Election Committee so that the completed
ballot can be sent by return mail to the Chairman of the
Election Committee. To be valid, each such completed
ballot must be received by the Chairman of the Election
Committee no later than the second Monday in December.
The ballots received by the Chairman of the Election
Committee shall be held by the Chairman of the Election
Committee for counting by the election committee. The
results of the election shall be faithfully presented to
the membership by the Election Committee at the annual
election meeting.
SECTION IV: All proposed amendments to this
Constitution or Bylaws shall be submitted in writing to
the Clerk. The Clerk shall then mail to each member a
notice stating the wording of the proposed change for
their consideration and a vote at the next business
meeting. This notice shall be mailed as an appendage to
the next business meeting notice. If the Board of
Directors determines that the proposed change requires
expedient action and the notice of the next business
meeting has been placed in the mail, the Clerk shall
immediately mail a notice as set forth above to all
members for consideration and a vote at the next
business meeting.
SECTION V: In the event a Director is no longer able
or willing to fulfill his or her duties, such as in the
event of death, legal incompetence, severe illness,
removal from office or resignation, a special election
shall be held in order to elect a successor to serve the
remainder of the term of that Director provided that no
less than four months remain in that Director's term of
office. The process for doing so shall be the same as
that provided within Article V, Section III.
SECTION VI: In order to recall a member of the Board
of Directors for good cause, a petition must be
submitted to the Clerk alleging the reason for the
recall and containing the true signatures of at least
ten members in good standing of the Division. Upon
receipt of such a petition, the Clerk shall notify the
Superintendent who shall appoint a three member
Elections Committee which shall count the secret ballots
and faithfully present the results to the membership.
The Clerk shall mail to each member a notice of the
recall in accordance with the procedure set forth in
Article V, Section IV. The recall election shall take
place by secret ballot at the next business meeting
which is at least seven days after the mailing date of
the notice of the recall election. If the member of the
Board of Directors is recalled by the required number of
votes as set forth in Article V, Section VII, then the
Superintendent shall appoint a successor to fill that
position until a special election shall be conducted as
set forth in Article V, Section V. If the Superintendent
or the Clerk is the member of the Board of Directors who
is the subject of the recall petition, then the
Assistant Superintendent shall perform the
above-mentioned duties of the Superintendent and the
Paymaster shall perform the above-mentioned duties of
the Clerk. It should be noted that if the Superintendent
is the subject of the recall petition and a successful
vote, then the Assistant Superintendent shall
automatically become the Superintendent and appoint an
Assistant Superintendent until a special election can be
held for the position of Assistant Superintendent.
SECTION VII: All amendments to the Constitution and
recall of a director shall be by approval of two-thirds
of those members constituting a quorum. All other action
shall be by approval of a majority of those members
constituting a quorum.
Article VI
Board of Directors
SECTION I: The Division shall have a Board of
Directors consisting of no less than three (3)
Directors.
SECTION II: The officers as set forth in Article VII
and elected pursuant to Article V shall constitute the
Board of Directors.
Article VII
Officers
SECTION I: Only regular members in good standing may
be officers.
SECTION II: The officers shall consist of a
Superintendent (President), Assistant Superintendent
(Vice President), Division Director, Clerk (Secretary),
and Paymaster (Treasurer).
SECTION III: All officers shall assume office at the
end of the annual election meeting. The terms of office
shall be one year for all of the officers other than the
Division Director. The Division Director shall serve a
three year term of office. However, if the Division
Director fails to attend any meeting of the Board of
Directors of the Region, then the Division Director
shall immediately face a retention election in which the
sole question shall be whether the Division Director
shall be retained. The Superintendent shall immediately
appoint an Election Committee which shall conduct the
election in the same manner as set forth in Article V,
Section VI. The Clerk shall then mail to each member a
notice of the retention vote in accordance with the
procedure set forth in Article V, Section IV. The
retention election shall take place at the next business
meeting which is at least seven days after the mailing
date of the notice of the recall election. If the
Division Director is not retained, the Superintendent
shall appoint a successor until a special election can
be held pursuant to the procedure set forth in Article
V, Section V.
SECTION IV: The records of the Division shall be kept
by the Clerk. The Clerk shall turn over such records at
the end of his or her term of office to his or her
successor.
SECTION V: The general management of the Division
shall be vested in the officers.
SECTION VI: The Superintendent shall not be the same
person as the Clerk.
Article VIII
Meetings
SECTION I: At any business meeting, a vote by the
majority of the regular members in good standing in
attendance, as recorded by the Clerk, shall be
sufficient for the enactment of business.
SECTION II: The Clerk or Assistant Superintendent
shall mail the notice of all business meetings to each
member and keep the minutes of all meetings.
SECTION III: All meetings shall be conducted
according to Robert’s Rules of Order or as provided by
the Bylaws.
Article IX
Dissolution
SECTION I: Upon dissolution of the corporation, the
Board of Directors shall, after paying or making
provisions for the payment of all of the liabilities of
the corporation, dispose of all the assets of the
corporation exclusively for the purposes of the
corporation in such manner, or to such organization or
organizations organized and operated exclusively for
charitable, educational, or scientific purposes as shall
at the time qualify as an exempt organization or
organizations under Section 501(c)(3) of the Internal
Revenue Code of 1954 (or the corresponding provision of
any future United States Internal Revenue Law), as the
Board of Directors shall determine.
SECTION II: Any such assets not so disposed of shall
be disposed of by the Circuit Court of the county in
which the principal office of the corporation is then
located, exclusively for such purposes or to such
organization or organizations, as said Court shall
determine, which are organized and operated exclusively
for such purposes.
SECTION III: The Division expresses a preference that
any assets not so disposed as set forth above be
distributed to the Region, which is a not-for-profit
corporation.
Article X
Bylaws
SECTION I: The Bylaws shall be established and
adopted by the Division for its own government and that
of its members and officers.
SECTION II: The Bylaws shall be adopted and amended
pursuant to Article V, Section IV.
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