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.
Gateway Division NMRA By-Laws
Article I Office
SECTION I: The office of the Division will be the address of the Clerk.
Article II Authority
SECTION I: The authority for these Bylaws is derived from the Constitution of the Division and the Bylaws of the Region.
Article III Territory
SECTION I: The geographical boundaries which define the territory of the Division are the same as the boundaries of the United States Postal Service zip codes 630, 631, 633, 620, 622, and 629.
Article IV Dues
SECTION I: Dues for regular members are three (3) dollars each year.
SECTION II: Dues are due by June 30 of each year for the year. Members delinquent in the payment of their dues are not entitled to vote until those dues are paid.
Article V Quorum
SECTION I: A quorum shall constitute those members of the Division at a meeting, after having a meeting announcement notice mailed, or those members of the Division which return a mailed ballot within the prescribed time limit.
Article VI Officers
SECTION I: Only members in good standing with the Division, the Region, and the Association may be officers.
SECTION II: In addition to the duties imposed by the Division Constitution, the Superintendent shall preside at all meetings and shall represent the Division at all Region meetings and functions at the request of or in the absence of the Division Director. The Superintendent shall appoint successors to vacancies in the other offices to serve until one is elected to serve the remainder of the term as provided in Article V of the Division Constitution.
SECTION III; The Assistant Superintendent shall assist the Superintendent, shall preside for the Superintendent in his absence and shall assume the office of Superintendent for the interim should it be vacated, so serving until a successor is elected as provided in the Division Constitution. In addition, the Assistant Superintendent shall take the minutes of all meetings from which the Clerk is absent.
SECTION IV: The Division Director will represent the Division at all Region meetings and functions.
SECTION V: The Clerk shall take the minutes at all meetings.
SECTION VI: The Paymaster shall receive all dues and function proceeds, shall keep a true record of the membership and each member’s standing, shall keep a true account of all funds received and disbursed, and shall render a proper accounting of the Division’s finances at each business meeting. They shall be subject to an annual audit and review by a properly qualified member of the Division who shall be appointed by the Superintendent.
SECTION VII: Meetings of the officers shall be conducted in person, in whole or in part, or by telephone.
SECTION VIII: Administrative duties may be conducted by assistants, for whose conduct and actions their principles are responsible.
Article VII Functions
SECTION I: The purpose of the Division meet is to provide model contests and exhibits, instruction and seminars, tours and other activities similar in nature.
SECTION II: The superintendent shall appoint a chairman for each function to organize, procure for, and operate that function.
Article VIII Disbursements
SECTION I: The Division bank accounts shall be those provided for non-profit organizations. There shall be only one checking account and whatever other accounts the membership, by vote, deems necessary.
SECTION II: Disbursements must be approved by at least two officers.
Article IX Meetings
SECTION I: Business meetings shall be held on the third Monday of the month. At least one business meeting shall be held each year in December.
