By-laws of the Seacoast Division

Northeastern Region, National Model Railroad Association

(Amended and Restated by the Seacoast Division 12/8/2012; corrected 01/12/13)

Article I

Name, Status, and Purpose

1. The name of the organization is the Seacoast Division of the National Model Railroad Association, Incorporated (the "Division"). It is established under the provisions of the governing documents of the Northeastern Region of the National Model Railroad Association, Inc. (the "Region" or "NER"), and the Regulations of the National Model Railroad Association (the "NMRA"). If a conflict should develop between these Bylaws and the Region's governing documents, the Region's governing documents will prevail. If there is a conflict with the NMRA Regulations, the NMRA Regulations will govern.  All activities of the Division shall comply with the NMRA Regulations and the NER Constitution and Bylaws.

2. The Division is a nonprofit corporation incorporated in the state of Maine.

3. The Division shall be operated at all times consistent with requirements of eligibility for exemption from federal income tax status under Section 501(a) of the Internal Revenue Code of 1986, or corresponding section of any future federal tax code (collectively, the "Code"), as an organization described in Section 501(c)(3) of such Code.  The Articles of Incorporation and these Bylaws shall be construed accordingly, and all powers and activities shall be limited accordingly.

4. The Division is organized to promote, stimulate, foster and encourage model railroading activities and to carry out the objectives of the National Model Railroad Association.  It will engage in educating its members and the general public in all aspects of model railroading. This includes, but is not limited to, the theories, practices, art and skills of model railroading and study of prototype railroads to be modeled.  It is organized exclusively for charitable, educational, literary and scientific purposes as defined by Section 501(c)(3) of the Code.

5. No part of the assets and no part of the net earnings of the corporation shall inure to the benefit of, or be distributed to, its members, officers, directors, or other private persons or entities, but reimbursements for appropriate and reasonable expenditures or the payment of reasonable compensation for services rendered shall not be deemed to be a distribution of earnings or principal.

6.  If the Division is dissolved or its legal existence terminated, either voluntarily or involuntarily, or upon final liquidation of the Division, none of its assets shall inure to the benefit of any private individual, and all of its assets remaining after payment of all of its liabilities shall be distributed to one or more organizations which the Board of Directors then determines is qualified both as an exempt organization under Section 501(c)(3) of the Code, and as an organization organized for the purpose of supporting model railroading in the United States.

7.  No substantial part of the activities of the Division shall be the carrying on of propaganda, or otherwise attempting to influence legislation.  Likewise, the Division shall not participate or intervene in any manner or to any extent in any political campaign on behalf of any candidate for public office.  Furthermore, the Division shall not engage in any activities that are unlawful under applicable federal, state or local laws, including, but not limited to, activities prohibited for an exempt organization under Section 501(c)(3) of the Code and regulations thereunder as they now exist or as they may hereafter be amended.

Article II

Territory

1. The Division's geographical Territory includes the states of Maine and New Hampshire, or whatever geographical territory that the NER, per its governing documents and authority thereunder, may from time to time allocate to the Division.

2.  All Division officers, members of the Board of Directors, committee chairs, and officials must have their principal residences within the Division's Territory throughout their terms of office.

Article III

Fiscal Year

The Division's fiscal year shall be from January 1 to December 31.

Article IV

Membership, Dues, and Finances

1. All members of the NMRA with a principal residence within the Territory of the Division shall be Members of the Division.  If an individual's NMRA membership lapses due to failure to pay NMRA membership dues, that individual's Division membership lapses simultaneously.

2. All NMRA members, regardless of residence, are entitled to attend or participate in any activity of the Division, except for voting and holding a Division office.

3. The classes of membership shall be defined by the NMRA.

4. Members of the Division shall have the rights and privileges as determined by the NMRA.

5. The Division shall not charge a Division membership fee or assess membership dues. The Division Board of Directors may choose to charge fees for specific activities and services such as meets, conventions, tours, open houses, and a mailed copy of any publication it may generate. For such activities and services, the fees will be the same for all NMRA members, regardless of residence. Members may not be charged a fee to participate in any NMRA program that is a direct benefit of NMRA membership.

6. Guest attendance privileges may be granted to model railroaders to introduce them to Division and NMRA activities. However, no one may consistently attend Division activities or use Division assets without joining the NMRA.

Article V

Meetings of Members

1. An Annual Meeting of the Members shall be held in the first calendar quarter on a date set by the Board of Directors.

2. A Special Meeting of the Members for one or more business purposes or issues (sometimes referred to as a "Business Meeting") may be called by the Board of Directors, the President, or by a written petition signed by at least ten percent (10%) of the Division membership at the time of the submission of their petition.

3. Meetings of  Members that are solely for purposes of clinics, presentations, and other model railroading activities are separate and distinct from Special Meetings of the Members/Business Meetings and may be scheduled, convened and conducted as the President or Board of Directors may so choose.

4. Ten percent (10%) of Division Members shall constitute a quorum for the Annual Meeting of Members and any Special Meeting of Members.  If ten percent (10%) of Division Members are not present at any Membership Meeting, members present if they number at least 5% of the Division's members and include at least a majority of the Directors then in office, nevertheless, will constitute a quorum for purposes of voting on items announced in the agenda published to all members not less than 15 calendar days in advance of the meeting date.

5. Proxies are not allowed at any meeting of the Members for any purpose.  Only Members of the Division may vote, and each Member is entitled to one vote on each issue presented to the membership for a vote.  The NMRA rules on voting rights apply to Division votes of Members.

6. Notice of time and location of the Annual Meeting and any Special Meeting of the Members will be sent at least thirty days in advance by U.S. Postal Services to Division members who do not have a known working electronic mail address and by electronic mail to Division members who do have a known working electronic mail address.

Article VI

Board of Directors

1. There will be a Board of Directors (the "Board") of the Division that will provide general management of the affairs of the Division, except as otherwise provided by law or these Bylaws.  There shall be nine (9) Directors, except the Board may vote to decrease the number of Directors to as low as seven (7) if the Division membership falls below 100.  Directors must be NMRA members during their term.  Any Directorship will be suspended at any time the Director's NMRA membership lapses or his or her principal residence is no longer within the Division's Territory.  Any Director failing to attend three consecutive Board meetings without reasonable excuse provided in advance to the President may be terminated from the Board at the third missed meeting by vote of the Board at that meeting.

2. The Board will hold at least four regular meetings each year at times, days and places discussed and approved in advance by the Board of Directors.

3. Special meetings of the Board may also be held on the request of three Directors, or by call of the President.

4.  Notice of the time, day, and place of any meeting of the Board will be given by the President or his or her designee to each Director at least thirty (30) days in advance.  Such notice must be given orally by telephone or in person, in writing by personal delivery or by U.S. Mail, or by electronic mail, addressed to such Director at his or her mailing address as it appears on the records of the NMRA or Division, with postage or other delivery fees prepaid, or at his or her electronic mail address or telephone number as it appears on the records of the NMRA or Division.  Notice by mail shall be deemed to be given at the time it is deposited in the United States Mail.  Valid business may be transacted at a Board meeting called without the thirty (30) day notice provided that all, or all but one, of the Directors sign a waiver of notice.

4.a. Proxies are not allowed at any meeting of the Directors for any purpose.

5.  A majority of the Directors will constitute a quorum for the transaction of business.

6. The Directors may hold a meeting by telephone or electronic conferencing in lieu of a face-to-face meeting. No matter what the means, it must provide, at a minimum, all persons participating in the meeting the ability to hear and to speak to each other, and such participation in a meeting shall constitute presence of the Director at such meeting.  Notice of such meeting shall give each Director the manner in which he or she will connect to the meeting.

7. No Director will receive any remuneration of any kind for his or her services as Director. However, a Director may be reimbursed for reasonable expenses incurred, with the approval of the Board and upon presentation of a written request and appropriate documentation.

8.  The meetings of the Board of Directors are open to all Members of the Division for observation purposes only, unless specifically invited by the presiding officer, and approved by majority of the Directors present, to present on a specific issue.  The President, his or her designee, or another officer of the Division will publish a detailed agenda for each Board of Directors meeting at least fifteen (15) days prior to the meeting.  Notwithstanding the above, the Board of Directors may vote to exclude non-Directors from any portion of a Board meeting in which a majority of the Directors deem the subject to be discussed to be highly sensitive, e.g., misconduct of a Member, Director, or Officer.

Article VII

Officers' Duties and Authorities

1.  There shall be no fewer than four offices in the Division: President, Vice President, Secretary, and Treasurer.  The Division may have additional offices as the Board of Directors may from time to time vote to have.

2. The President will preside over Annual Meetings of Members, Special Meetings of Members and Board meetings, and will perform the usual duties and have the powers normally associated with the head of a nonprofit organization that are not in violation of or inconsistent with these Bylaws and other recognized lawful authorities including the NMRA. He or she will be an ex officio member of all committees except the Nominating Committee and any committee charged with financial matters.  The President has the power to create ad hoc committees and appoint committee chairs, subject to the approval of the Board of Directors.  The President may from time to time make other such appointments as may be necessary for the conduct of the Division's activities.

3. The Vice President will act as President when the President is absent or otherwise unable to serve, and will perform any duties assigned by the President.  In the absence of both the President and the Vice President, the Directors shall elect a temporary presiding officer.

4. The Secretary will maintain the Division's files and records, take minutes at Board Meetings and Meetings of Members (Annual or Special) and see that Division events and activities are publicized.  At the request of the President, or in the absence of the President, the Secretary shall provide notices of meetings consistent with the provision of these Bylaws.  The Secretary shall distribute copies of the unaccepted minutes of all Annual and Special Meetings of the Members and Board meetings to the Directors, Officers, Division webmaster and newsletter editor within 30 days following each meeting, or if sooner, at least five days prior to the next Board Meeting or Meeting of the Members.  The Secretary shall also perform all of the duties and assume all of the power normally associated with such an office not in violation of or inconsistent with these Bylaws and other recognized lawful authorities, including the NMRA.

5. The Treasurer shall have custody of all funds of the corporation and shall pay all valid bills upon receipt of adequate documentation, which he or she shall retain, but subject to the restrictions following within this paragraph. He or she shall present a report of balances, receipts and expenditures to the Directors upon request.  The Treasurer is authorized to disburse funds in accordance with the Budget approved by the Board of Directors for the current fiscal year, if any, which Budget is subject to amendment of the Board from time to time.  If there is no Board approved Budget, or if a request for disbursement is not provided for within a Board approved Budget or amended Budget, the Treasurer:

5.a. May use his or her discretion to disburse up to $100.

5.b. Must have the approval of two officers of the corporation, one of which can be the Treasurer, to disburse up to $500.

5.c. Must have the approval of a majority of the Board to disburse $500 or more as well as the concurrence by the Treasurer that such funds are available.  Such Board approval may be obtained by electronic vote which is forwarded to the Secretary for inclusion in the minutes of the next scheduled meeting of the Board of Directors.  The minutes are to include the nature and purpose of the disbursement, the name of the Director proposing the disbursement and a list of the Directors supporting the disbursement.

6.  The Board of Directors shall designate a Member to serve as Registered Agent for purposes of filing annual reports with the Secretary of State of Maine and fulfilling other responsibilities normally associated with a Registered Agent.  The Board of Directors shall replace the Registered Agent at its discretion, or when the position is vacated or the designee no longer meets the qualifications to serve as Registered Agent.

7. Directors will perform reasonable tasks assigned to them by the President.

8.  All officers, chairs, and other officials ("office holders") of the Division must be NMRA members with principal residences within the Territory of the Division.  If any office holder fails to meet these requirements, his or her term of office shall be suspended or, at the discretion of the Board of Directors, may be terminated, effective at the time he or she fails to meet this requirement.

Article VIII

Vacancies

1. The Vice President will succeed the President in case of resignation or incapacitation.

2.  The President will appoint a replacement, subject to approval of the Board of Directors, in the case of resignation or incapacitation of any officer, Director, committee chair, or other official of the Division.

Article IX

Conflict of Interest

1. At such time as any matter comes before the Board of Directors which involves or may involve a conflict of interest, the affected Director shall make known the potential conflict.  Such Director shall answer any questions that might be asked of him or her and shall disclose all material facts.  At the request of the President, such Director shall withdraw from the meeting for so long as the matter shall continue under discussion.

2.  No Board member will cast a vote, or take part in the deliberation, on any matter in which he or she, or member of his or her immediate family, or any entity in which he or she has any interest, have a personal or indirect financial or other interest.

Article X

Committees and Officials

The President will appoint the following committees and officials, subject to the approval of the Board of Directors:

1. A Finance Committee of two or more members. This committee will conduct an annual financial review of the Division's books at the end of each fiscal year and when a new Treasurer takes office, reporting the results to the membership at a membership meeting or in the Division's official publication. Neither the President nor the Treasurer may serve on this committee.  If the Directors call for a draft Budget to be proposed, this Finance Committee will work with the Treasurer to create the draft Budget for consideration by the full Board of Directors.

2. An Editor for the official publication of the Division.

3. A Webmaster for the Division's website.

4. A Membership Committee Chair.

5. An Activities Committee Chair.

6. Other committees as needed to carry on the activities of the Division.

7.  Committees may be staffed by Directors and non-Directors, as long as all committee members are and remain NMRA and Division members.

Article XI

Convention Chair

1. The Board of Directors may elect a Convention Chair for the purpose of directing such activities as they may designate.  The Convention Chair shall be elected for a period sufficient to ensure the orderly completion of the designated activity or activities, but not for a period exceeding six months after the conclusion of the specific convention(s) or activity(ies) he or she was elected to direct.

2.  The Convention Chair must be a member of the Division.

3.  The Convention Chair shall submit periodic reports as directed by the Board of Directors and shall apprise the President of any extraordinary events in a timely manner.

Article XII

Terms of Office, Nominations, and Elections

1. The President, Vice President, Secretary, Treasurer and all other holders of an office created by the Board of Directors shall serve one-year terms.  Their terms shall end when their successors are elected. The President and Vice President must be Directors.  Only the offices of Secretary and Treasurer may be held by the same person.

2. Directors shall serve three-year terms, unless they are elected or appointed to replace a Director who did not fulfill his or her full term, in which case the replacement Director's term will end when his or her predecessor's term ordinarily would have terminated.  Directors' terms shall be staggered so that one-third of the Directors' terms end at each Annual Meeting.  If the Board votes to reduce the number of Directors to 7 or 8, then the Board shall vote for a new schedule of staggered terms so that 2 or 3 Directors' terms end at each Annual Meeting. If ever the Board expands in the future, one or more new Directors may have an initial term of less than three years in order to re-establish the pattern of one-third of the Directors' terms ending each year. Directors' terms shall continue until their successors have been elected or appointed as specified herein.

3.  Committee chairs and other Division officials who are appointed by the President, subject to Board approval, serve at the President's discretion.

4. There shall be a Nominating Committee of three members elected by the Board of Directors no later than the end of the month of July each year. Said committee shall prepare:

4.a. A slate of no fewer candidates than the total number of Directorships that are expected to be open at the next Annual Meeting of the Members, and

4.b. A slate of candidates for the offices of President and Vice-President (one or more for each office).

These slates, which are to be presented at the fourth calendar quarter meeting of the Board of Directors, will be included in the notice of Annual Meeting of the Members distributed to the membership. In preparation for each year's annual election, the Nominating Committee will solicit candidates, explaining the requirements of the positions. In addition, any Member may nominate someone else via a written notice to the Nominating Committee with the permission of the nominee. All such nominations must be submitted to the Nominating Committee at least ten days before the fourth calendar quarter meeting of the Board of Directors.

5. At the Annual Meeting, the President shall, after the slate of candidates chosen for Directorships by the Nominating Committee has been presented, call for further nominations from the floor. If more candidates than open Directorships are nominated, the election shall be held by written secret ballot. If there are no excess candidates for the open positions, the Secretary may cast one ballot for the final slate of candidates for Director.

6. Directors newly elected at the Annual Meeting will take office upon the conclusion of the election process.

7.  The new Board of Directors shall convene immediately after the Annual Meeting and elect the President and Vice President from the ranks of the Directors.

8.  The President shall declare his nominations for Secretary and Treasurer, and any other offices he or she wishes to propose to the Directors, within 14 days of the Annual Meeting and give notice for a Board of Directors Meeting to be held within 45 days of the Annual Meeting for the Board of Directors to vote to approve or not any of the President's nominations.

Article XIII

Amendments

These Bylaws may be changed at any meeting of the Board of Directors provided that:

1. At a prior meeting, the Directors vote on and approve the specific language of the proposed amendment,

2. The Directors post their approved language for the proposed amendment on the Division's website at least 45 days prior to their final vote on the amendment and alert the Members via email or mail of the posting of the proposed amendment language, and

3. Two-thirds of the Directors holding office at the time of their next meeting vote in favor of the amendment.

Article XIV

Liability and Indemnification

1. No officer, Director, Chair, official, or Convention Chair shall be personally responsible or liable for acts of commission or omission hereunder, but shall be liable only for actual malfeasance, meaning and intending thereby that no officer, Director, Chair, other official, or Special Convention Chair shall be responsible for any honest errors of judgment on his or her part, but only for his or her own willful and corrupt breaches of trust.

2.  To the fullest extent permitted by law, the Division shall in all cases indemnify and hold harmless any existing or former Director, officer, committee member or chair, other official, or registered agent of the Division who was or is a party (or is threatened to be made a party) to any threatened or pending action, suit, or other proceeding by reason of the fact that he or she is or was a Director, officer, committee member or chair, other official or registered agent of the Division, or by reason of his or her conduct in any such capacity, against expenses (including, without limitation, costs of investigation and attorneys' fees, judgments, fines, penalties, and amounts paid in settlement) actually and reasonably incurred by him or her in connection with such proceeding. No indemnification pursuant to this paragraph shall be provided for any person with respect to any matter as to which he or she shall have been finally adjudicated in any action, suit, or proceeding:

2.a. Not to have acted honestly or in the reasonable belief that his or her action was in or not opposed to the best interests of the Division or its members or,

2.b. With respect to any criminal action or proceeding, to have had reasonable cause to believe that his or her conduct was unlawful.

 Article XV

Dissolution

1. The Division will be considered dissolved when any of the following events occurs:

1.a. A motion for dissolution is adopted by a two thirds vote in the same manner as is provided for amendment of these By-laws, or

1.b. The Division charter is revoked by the NER.

2. Upon dissolution, the last elected officers and directors will follow the provisions of Article I, Paragraph 6.

Article XVI

Order of Business

All Board of Directors meetings and Meetings of the Members (Annual and Special) of this corporation shall be conducted in accordance with "Robert's Rules of Order", except where said rules may be in conflict with these Bylaws.