DENVER GARDEN RAILWAY SOCIETY CONSTITUTION
Constituton | Bylaws
ARTICLE I-Name
This organization shall be known as the Denver Garden Railway Society (DGRS).
ARTICLE II -Objective
The primary purpose of the DGRS shal1 be to advance, improve, encourage, and stimulate the quality of garden railways and help to preserve the history of railroads in the state of Colorado.
ARTICLE III - Membership
Individuals interested in or engaged in activities concerned with or related to garden railroading or large--scale model railroading are eligible for membership.
ARTICLE IV - Organization and Governance
Section l: OFFICERS. The officers of DGRS shall be a President, Past President, Vice-President, Secretary, and
Treasurer.
Section 2: Executive BOARD. The Executive Board shall be the executive authority of DGRS, and shall have administrative powers only. The Board shall be comprised of the Officers and chairs of standing committees of DGRS. Twothird of the members of the Board shall constitute a quorum. All members of the Executive Board must be members in good standing.
Section 3: TERMS OF OFFICE. The term of office for all Officers shall be one year.
Section 4: MEMBERSHIP. The Membership shall be the policy-making body of the DGRS, and shall consist of members in good standing. A member in good standing is defined as an Individual or Contributing Member who has paid his/her annual dues.
ARTICLE V -Elections
Section l: ELECTON OF OFFICERS. Elections for the Officers shall be held each year. Candidates for any elective position in DGRS must be members in good standing at the time of their nomination. A majority of the votes cast is required for election. In the event of a vacancy in any elective position of DGRS, an interim representative will be appointed by the Executive Board to fill that vacancy until the next regular election.
Section 2: NOMINATING COMMITTEE. Prior to an election, the President shall appoint a Nominating Committee.
The Committee shall consist of at least three (3) members, shall select its own Chairperson, and shall actively seek suggestions from the membership for names of possible candidates. The Committee shall prepare a slate of candidates for positions to be filled. The Committee Chairperson shall report this slate to the membership at least thirty (30) days prior to the scheduled election. No member of the Nominating. Committee shall be nominated for any Position included on the Executive Board.
Section 3: VOTING. All Members of DGRS shall vote for the Officers. Each member in good standing can cast one vote. The members present at that meeting shall conduct voting at an annual meeting. A written secret ballot shall be used to conduct the election. An oral vote may be taken if there is only one candidate per position. All elected officers shall assume office at the beginning of the next fiscal year.
ARTICLE VI -Meetings
Meetings of DGRS shall be determined by the Executive Board. At least one Membership meeting shall be held annually. The Executive Board shall meet regularly. Special meetings of the Board or of the Membership may be called by the President.
ARTICLE VII -Committees
Section I: STANDING COMMITTEES. DGRS shall have the following Standing Committees: Exhibits Committee, Publications Committee, Program Committee, Hospitality Committee, Museum Garden Railway Committee, Web Site Committee, and National Convention Committee (if activated).
Section 2: SPECIAL COMMITTEES. Special committees may be appointed by the Executive Board or the Membership to under-take special assignments. Such committees shall be appointed on an adhoc bases and shall serve no longer that the term for which they were appointed.
ARTICLE VIII -Income and Benefits
No part of the net earnings of DGRS shall inure to the direct benefit of any members, sponsor, donor, creator, trustee, officer, employee, or without limitation, any other private individual, or to the benefit of any corporation, any private individual or any substantial part of the activities of which is carrying on propaganda or otherwise attempting to influence legislation; provided, this shall not prevent payment of reasonable compensation for service actually rendered to or for DGRS in its purposes. DGRS shall be maintained as a 501 (c) 7 and therefore donations are not tax deductible. Upon dissolution, all of the assets of DGRS shall be turned over to such nonprofit, tax-exempt, charitable, scientific, or educational organization exempt from federal income taxation under Section 501 (c) (3) of the Internal Revenue Code of 1954 or any successor provision thereto as the final membership of DGRS shall select. DGRS shall not divert any part of its income or corpus to any member, sponsor, donor, creator, trustee, officers, or employees; by lending any part of its income or corpus without the receipt of adequate security and a reasonable rate of interest; by paying any compensation in excess of reasonable allowance for salaries, or other compensation for personal services actually rendered; by making any purchase or security of other property for more than adequate consideration for money or money's worth; or by engaging in any other transaction which either directly of indirectly results in such diversion or its income or corpus. DGRS shall not make any accumulation of its income unreasonable in amount or duration or use any income for purpose other than objects hereinbefore set forth or invest income in any manner as to jeopardize the fulfillment or carrying out of its objectives In General, DGRS shall not act in any way of engage in any activity which might affect its right to full tax exemption or the right of donors to DGRS to full tax deduction of their contributions to DGRS, and DGRS shall be so operated as to be entitled to and receive all tax exemptions, federal or local, which may, from time to time, be granted to charitable, scientific or educational associations or foundations.
ARTICLE IX -Amendments
Amendments to the Constitution shall be voted by the Membership. Such voting shall be conducted by mail or E-Mail. Two-thirds of the votes cast is required for passage of an amendment. All proposals for amendment shall first be approved by the Executive Board. Such proposals shall be in writing and submitted at least 30 days prior to consideration and action by the board.
ARTICLE I -Duties of Officers
Section 1: PRESIDENT. It shall be the duty of the President to preside at all meetings of the Board and the Membership. S/he shall be responsible for the preparation of the agenda for all DGRS business meetings. In addition, s/he shall perform such other: duties as usually pertain to the office of President, and shall not succeed him/herself in office. The President or his/her designee wi11 act as the official spokes person for the club.
Section 2: PAST PRESIDENT. It shall be the duty of the Past President to serve as parliamentarian at all Board and Membership meeting and to serve on the Executive Board.
Section 3: VICE-PRESIDENT. The Vice-President shall assist the President by coordinating Membership meetings and activities.
Section 4: SECRETARY. The secretary shall notify the Membership of all meetings. S/he shall record the minutes of the Board and Membership meetings, and prepare such summaries or copies of minutes for dissemination, as the President shall direct. S/he shall conduct correspondence and carry out other such duties at the direction of the Board or Membership.
Section 5: TREASURER. The Treasurer shall receive all dues and monies of the DGRS and shall maintain written records thereof. Under the direction of the Board, the Treasurer shall prepare financial reports for presentation to the Board and Membership.
ARTICLE II -Duties of the Membership
Section 1: DUTIES. The Membership shall approve the budget, and shall study and approve legislative and policy matters of DGRS. It shall attend to matters relating to the strengthening of the organization, shall consider proposals for changes in the Constitution and Bylaws, shall determine all policy and procedural matters not otherwise delegated, and authorize all program content of DGRS. The Membership shall act on reports of committees and approve resolutions and other policy statements. It shall be the final judge of the qualifications and election of Officers. Powers not delegated to the Executive Board or the Committees shall be vested in the membership.
Section 2: Procedures. The membership of the DGRS present at a scheduled meeting shall constitute a quorum. A member in good standing shall have one vote.
ARTICLE III -Duties of the Executive Board
Section 1: The Board shall provide such supervision as may be necessary to promote the best interest of DGRS goals and programs.
Section 2: Any officer missing three or more consecutive meetings of the Board and/or membership meetings shall constitute a vacancy in that position. Board meetings may be attended by telephone.
Section 3: The Board shall be responsible for the management of DGRS and may approve expenditures and carry out policies established by the Membership. It shall report its transactions to the Membership and may suggest polices and programs for consideration by the Membership.
Section 4: The Board shall prepare an annual budget for approval by the Membership.
ARTICLE IV Membership and Dues.
Section 1: DUES. The dues for all types of membership in the DGRS shall be voted upon by the Membership each year.
Section 2: Types of membership. There shall be four (4) types of memberships.
A. Individual – one individual or family with one vote per membership.
B. Family – two or more persons at the same address with up to two votes per membership.
C. Donor - open to businesses and private individuals who wish to provide additional support to DGRS; up to two persons at the same address with up to two votes per membership.
D. Honorary – given to Individuals that significantly contribute to the club. By a majority of vote of the Executive Board.
ARTICLE V Adoption of Constitution and Bylaws
After presentation of this proposal of the Constitution and Bylaws to the Membership and upon the majority approval by the votes cast from the current Membership, this Constitution and Bylaws shall become operative immediately.
ARTICLE VI Fiscal Year
The fiscal and administrative year shall extend from January 1 to December 31.
ARTICLE VII Rules of Order
Parliamentary procedures as set forth in Robert’s Rules of Order, Revised Edition, shall govern all meeting of DGRS.
ARTICLE VIII Amendments.
Amendments to the Bylaws shall be voted on by the Membership. Such voting shall be conducted by Mail or E-Mail. Two-thirds of the votes cast is required for passage of an amendment. All proposals for amendment shall first be in writing and submitted at least 30 days prior to consideration and action by the Board.
(Adopted: May 22, 1987) (Revised: April 15,1993) (Revised: February 28,1999) (Revised: March 29.2005)
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