The Wrecking Crew By-Laws
October 15, 2007
BY-LAWS OF THE WRECKING CREW, INC.
ARTICLE I - NAME
The name of this Corporations shall be THE WRECKING CREW, INC. (the Corporation).
ARTICLE II - PURPOSES AND GOALS
1.) The Corporation is organized under the Alabama Nonprofit Corporation Code to further the purposes of encouraging and supporting the pursuit of model railroading as a hobby, as set out in the articles of incorporation of the Corporation.
2.) The members of the Corporation hereby establish the following goals for the Corporation and each of its members:
a. Each member shall be a member of the National Model Railroad Association (NMRA).
b. Each member shall participate actively and aggressively in the Achievement Program of the NMRA.
c. Each member will support the national and regional objectives of the NMRA.
d. Each member will support the hobby in the local area.
e. Each member will work toward achieving designation by the NMRA as a Master Model Railroader.
f. Each member will work toward building models of NMRA contest quality (in a Division, Regional or National NMRA contest).
g. The members will participate in the construction of a layout which demonstrates quality scale model railroading, and in the operation of the layout, at places selected by the directors, for the purpose of promoting the hobby of model railroading, both to persons already interested in the hobby and to the general public.
ARTICLE III - MEMBERSHIP
1.) Eligibility for Membership:
a. The following classes of members are hereby established: regular members and honorary members.
b. Regular members include:
i. Senior member: a member of the NMRA who holds two or more Achievement Program (AP) certificates from the NMRA;
ii. Full member: a member of the NMRA in good standing who holds either one Achievement (AP) certificate or a Golden Spike certificate from the NMRA;
iii. Associate member: a member of the NMRA in good standing who is working toward either a Golden Spike certificate or an AP certificate from the NMRA.
iv. Junior member: a member of the NMRA in good standing and is under the age of 18 who is either working toward, or obtained, a Golden Spike or an AP certificate from the NMRA.
c. Honorary members include persons who either (1) are not members of the NMRA or (2) who are designated as honorary members by the vote of a majority of the regular members at a meeting at which a quorum is present. An honorary member shall not be eligible to serve as a director or officer, or to vote in any election or upon any proposed amendment to the Article of Incorporation or by-laws of this Corporation.
d. For purposes of this document all references to he is not meant to be gender specific but used as a reference only. All references refer to both men and women.
2.) Withdrawal From Membership: Withdrawal from membership may be made by a member in good standing by serving the Secretary of the Corporation a notice of his intention to withdraw and such withdrawal shall become effective immediately upon the receipt of said notice.
3.) Application for Membership: Any person requesting membership in the Corporation shall file a written application with the Secretary of the Corporation, including their NMRA membership number. The secretary will notify the membership of the request at which time a three (3) month waiting period will begin. A potential member must attend at least 75% of all Regular meetings during this waiting period. When the secretary determines this requirement is met, an election will take place as defined in Article III, Section 4.
4.) Election to Membership: The Secretary shall provide a copy of each application for membership to each regular member of the Corporation. The regular members shall vote upon the application by secret ballot at a regular or special meeting, at which a quorum must be present. The Secretary shall give all regular members at least seven daysí notice of the date, time place a purpose of the meeting. If the application receives the favorable vote of a majority of regular members present at the meeting, the applicant shall be elected to membership in this Corporation.
5.) Cessation of Membership: A regular memberís membership shall cease when the person ceases to be a member of the NMRA. A former memberís membership shall be reinstated upon written application providing the Secretary with verification of their NMRA membership.
6.) Expulsion or Suspension: Any member may be expelled or suspended for cause by a 2/3 +1 vote of the members of the Board of Directors at a properly called Board meeting. The recommended action shall be presented to the membership for ratification. Cause is defined as disruptive behavior within the club or actions, which impair the reputation of the club. An expelled member may re-apply for membership after a one-year period, but their application for re-admittance must be voted on and approved by the Board of Directors at a properly called meeting subject to ratification of the membership. A suspended member may be reinstated by a vote of the Board of Directors after a minimum three-month period subject to ratification of the membership
ARTICLE IV - DUES
1.) Membership dues and initiation fee shall be set by a majority vote of the Board of Directors and approved by the members at a regularly scheduled meeting.
2.) Non payment of dues: Except for extreme financial hardship, a member will be suspended for non payment of dues after a nine (9) month period in which no effort has been made to bring their dues current.
ARTICLE V - BOARD OF DIRECTORS
1.) Management of the Corporation. The affairs of the corporation shall be managed by the board of directors, consisting of the four officers of the corporation and four directors, who shall be elected from the regular members of the Corporation, excluding junior members, who have been a member greater than one year. If a director shall cease to be a regular member, he shall be deemed to have resigned as a director. If he later becomes a regular member again he shall thereupon again become eligible for election as a director.
2.) Powers of the Directors. The board of directors shall be the governing body of the Corporation. The Board shall manage all business, property and financial affairs of the Corporation. Consistent with these by-laws, the Board shall decide on plans and policies and enact rules and regulations for the conduct of the Corporation's affairs. The Board shall approve all contracts and purchases; may provide for periodic audit of the Treasurerís books; and shall do any and all business necessary for the Corporation to carry out the objects and purposes of the Corporation as set forth in its Articles of Incorporation. In the event of the death, permanent disability, or resignation of an officer or director of the Corporation, the board of directors shall fill such vacancy for the remainder of the unexpired term by majority vote of the board. Such elections may be conducted at a regular or special meeting of the board. Any officer or director so elected shall hold office until his successor is elected at the next regular election.
3.) Meetings of the Directors. The board of directors shall hold a regular meeting for the transaction of business at least once in each fiscal year of the Corporation and may hold such additional meetings, as the board may deem necessary. The President, with seven (7) days written or electronic notice, shall call meetings of the board of directors at such time and place, as he shall decide. Additional meetings of the board of directors, as provided for above, shall be called, with seven (7) days written or electronic notice, upon written request of two (2) members of the board of directors. Five (5) members of the board of directors shall constitute a quorum, and a majority of those present and voting shall control. All members may attend all meetings of the Board of Directors, with voice but without vote. A director who is absent from two consecutive meetings without an excuse acceptable to the board of directors shall be considered to have resigned from office at the end of the second such meeting.
ARTICLE VI - OFFICERS
1.) Eligibility. Each of the officers shall be an associate member, with the President and Vice President being a full member. An officer who ceases to be an associate member shall be deemed to have resigned as an officer, and a special election shall be held as soon as is reasonably convenient to fill the vacancy.
a. President. The president shall preside at all meetings of the members of the Corporation and board of directors. The President shall be an ex officio member of all committees. He shall enforce the By-Laws; appoint the chairman and members of all committees; sign, with the Secretary or Treasurer, all written contracts and obligations of the Corporation approved by the board of directors; and he shall sign, with the Treasurer, any check or transfer of funds of the Corporation in an amount greater than $500.00.
b. Vice President. In the absence of the President, the Vice-President will assume the duties of the presidency.
c. Secretary. The Secretary shall: (a) keep an accurate list of the members of the Corporation; (b) keep minutes of the proceedings of the Corporation and of the board of directors which shall, at all reasonable times, be open for inspection by the members of the Corporation; (c) prepare and distribute notices of the annual meeting and ballots for elections, (d) be the custodian of the Seal of the Corporation, and (e) receive and reconcile the statements of the checking and savings accounts of the Corporation.
d. Treasurer. The Treasurer shall have charge and custody of all financial records and books of account, shall send notices to all debtors of the Corporation of amounts due the Corporation, shall receive and receipt for all monies belonging to or receivable by the Corporation and shall disburse the same in such manner and amount as shall be directed by the board of directors. He shall keep an accurate record of all monies of the Corporation received and disbursed by him and shall make full and complete reports thereof at the annual meeting of the Corporation and any other meetings of the board of directors. He shall, in general, perform all duties incident to the office of Treasurer, subject to the control of the board of directors. All funds of the Corporation shall be deposited in the name of the Corporation in a bank selected by the board of directors. The funds are to be withdrawn in accordance with resolutions adopted by the board of directors. The President shall countersign any check or transfer of funds of the Corporation in an amount greater than $500.00.
ARTICLE VII - ELECTIONS AND TERMS OF OFFICE
1.) Terms of Office.
a. Directors. Each director shall serve for a term of two years from the annual meeting at which he is elected.
b. Officers. Each officer shall serve for a term of two years from the annual meeting at which he is elected.
c. A person serving as a director may be elected to serve additional terms in that capacity. A person serving as an officer may not be elected to serve more than two successive terms in the same capacity. Thereafter such person is eligible for election in another capacity as an officer.
2.) Nominations. At the annual meeting of the Corporation any regular member may nominate a person eligible to serve as a director or officer.
3.) Elections. Each election shall be by secret ballot of the regular members. At each annual meeting, after nominations have been made, the Secretary shall prepare and distribute a ballot to the members eligible to vote. The Secretary shall count the ballots and report the results of the election.
4.) Tenure. All duly elected officers and directors shall be installed in office at the annual business meeting of the Corporation and shall serve until their successors shall be installed. If an officer shall cease to be a full or associate member, or if a director shall cease to be a associate member, or be suspended, he shall be deemed to have resigned. His later becoming a full or associate member again shall not affect his resignation.
ARTICLE VIII - FISCAL YEAR AND MEETINGS
1.) Fiscal Year and Annual Meeting. The fiscal year of the Corporation shall commence on the first day of the month of September and end on the last day of the moth of August. The annual meeting of the Corporation shall be held each year within the month of September unless the board of directors approves holding the meeting on a different date. At least twenty (20) days the Secretary shall give written or electronic notice to all members of the Corporation as to the place, date and hour of the annual meeting.
2.) Purpose. The purpose of the annual meeting shall be as follows:
a. to receive reports from officers and committees;
b. to install the officers and directors elected in accordance with these by-laws;
c. to handle any other business that may come before the meeting of the membership; and
d. To pursue the purposes of the Corporation.
3.) Regular Meetings. Regular meetings of members shall be held once a week (normally on Monday night), on a date and at a place, which the regular members determine in advance (normally at the preceding meeting).
4.) Special Meetings. In addition to the annual meeting and regular meetings, special meetings of members of the Corporation may be called at any time by order of a majority of the board of directors. At least ten (10) days written notice of the date and place of any special meeting shall be given by the Secretary to all members of the Corporation.
5.) Quorum. Except as required in section 5 below, the presence of 50% plus 1 of the regular members shall constitute a quorum for all purposes at meetings of the members of the Corporation.
6.) Requirement of additional participation and approval. Any proposed commitment of the Corporation to an action which will require the participation of substantially of all of the members of the Corporation must be approved by the affirmative vote of at least two-thirds of all of the members then eligible to vote.
ARTICLE IX - AMENDMENTS
1.) These by-laws may be amended or repealed in whole or in part by the board of directors at any regular meeting, subject, however, to approval at any annual meeting or special meeting called for that purpose at which a quorum (as defined in Article VIII sections 4 and 5 of these bylaws) is present, provided that the Secretary has mailed reasonable written notice of such proposed amendment to each member eligible to vote and that the amendment is approved by 50% plus one of the regular members.
2.) Each proposed amendment shall contain the signatures of not less that a majority of all members of the Corporation eligible to vote, or a statement by the Secretary that a majority of all of the board of directors has recommended the adoption of the proposed amendment.
3.) Proposed amendments may be sent to all members eligible to vote for approval, by mail, at the discretion of the board of directors. To amend these By-Laws by this method it will be necessary for a quorum (as defined in Article VIII sections 4 and 5 above) to vote, and for 50% plus one of the regular members to approve the amendment.
ARTICLE X - RULES OF ORDER
Robertís Rules of Order for Deliberative Assemblies shall be the parliamentary standard of the association on all points not otherwise provided for by these Articles.
ARTICLE XI - SEAL
The board of directors shall provide for a corporate seal, which shall be in such form and design as directed by the Board of Directors.
ARTICLE XII - WAIVER OF NOTICE
Whenever any notice whatever is required to be given under the provisions of the Alabama Nonprofit Corporation Act or under the provisions of the Articles of Incorporation or of the By-Laws of the Corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE XII - DISSOLUTION
1.) In the event of dissolution of the Corporation, no distribution of any of the property or assets of the Corporation shall be made to any director, officer, member or employee of the Corporation, but such property or assets shall be given only to an organization or organizations which would qualify under Section 501 (c) (3) of the present Internal Revenue Code.
2.) Such organizations, whose purposes may be similar to or different from the purposes of this Corporation, shall be selected by the officers of the Corporation, provided that the corporation qualifies under the provisions of Section 501 (c) (3) of the present Internal Revenue Code or the comparable provisions of the Internal Revenue Code in effect.