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Of the
PUGET SOUND
GARDEN RAILWAY SOCIETY, INC.
ARTICLE I
Section 1 Purpose
Provide a venue for persons interested in garden railroading and
related special interest groups to meet socially to run trains and share
information regarding the hobby. Own and manage such tangible property as
needed to support these objectives.
Section 2 Registered
Office and Registered Agent
The address of the
Registered Office of the Corporation shall be the address of the Registered
Agent, who shall be the President of the Puget Sound Garden Railway Society, Inc.
(PSGRS). Change in the Registered Agent or Registered Office shall be
effective upon filing such change with the office of the Secretary of State
of the State of Washington
unless a later date is specified.
ARTICLE II
By-laws
Section 1 By-laws
By-laws are provided to record, clarify, and transmit to
members the processes agreed upon by the Society for necessary business
practices.
Section 2 Amendment
of By-laws
Amendment of the by-laws may be proposed by any member
of record, subject to ratification by the memberships of record. These
By-Laws may be amended at the annual meeting or any special meeting, provided notice of the proposed
alteration or amendment is contained in the notice of the meeting. The
affirmative vote of seventy percent (70%) of the memberships of record present in person or by proxy shall be required to amend these
By-Laws.
ARTICLE III
Member Business Meetings
Section 1 Annual
Meeting of Members
The annual meeting of the
members of record for the election of Officers and the transaction of other
business shall be held in March at a time and place to be determined. The
Secretary shall give notice of the annual meeting in the February issue of
the PSGRS Newsletter.
Section
2 Determining
Memberships and Members of Record
PSGRS annual dues confer member status to all family
members residing within a household for which dues have been paid. Within these by-laws, the term
“member” shall refer to a specific individual within a
household, and the term “membership” shall refer collectively
to all family members residing within a household. A “membership of record”
is a membership for which the current year’s dues have been
paid. A “member of record”
is any individual family member who resides in the household of a
membership of record.
Section 3 Special
Meetings of Members
Special meetings of
members may be called at any time by a majority of the Officers or the
President and must be called by the President upon written request of twenty
five percent (25%) of the memberships of record. Written notice of such a
meeting, stating the place, the date and hour of the meeting, the purpose
or purposes for which it is called, and the name of the person by whom or
at whose direction the meeting is called, shall be given. No business other
than that specified in the notice of the meeting shall be transacted at
such special meeting.
Section 4 Conduct
of Members Meetings
At every meeting of the members, the President, or in
his absence the Vice-President, shall
act as the Chairman. In the absence of the Secretary at such
meeting, the Chairman shall appoint another person to act as
Secretary.
Section
5 Voting
A.
One and only one
member of record may vote on behalf of the membership (household) to which
the member belongs.
B.
The February
newsletter announcement of the annual meeting will include a form that may
be used for authorizing proxy.
Section
6 Voting
by Voice and Ballot
Balloting will be conducted by voice vote or a show of hands
unless a paper ballot is called for by a majority of the members
present. If a paper ballot is
called for, the Membership Chairman will issue one paper ballot per
membership of record present, and one per membership of record represented
by proxy.
Section
7 Quorum
The presence in person or by proxy of twenty five
percent (25%) of the memberships of record shall constitute a quorum for
the transaction of business.
ARTICLE IV
Board of Directors
Section
1 Board
of Directors and Qualifications
The Board of Directors shall
manage the business and affairs of the Corporation. The Board of Directors
shall consist of the elected PSGRS Officers: President, Vice-President,
Secretary, Treasurer, and Membership Chairman. All candidates for elected
office must have been members of record for two (2) years.
Section
2 Elections
Memberships
of record of the PSGRS shall elect all Officers of the Society
annually. The election shall be
held immediately after closure of other agenda items at the annual business
meeting.
Section
3 Terms
of Office and Term Limits
Each Officer shall serve
until their successor is elected and all applicable instruments of the
Society have been turned over and accepted by the successor. The term of office shall be one (1)
year, beginning April 1st until the following March 31st.
No Officer having served three or more consecutive terms in the same office
may continue to serve in that office unless re-elected to the office by the
same affirmative vote requirement specified in Article II, Section 2 of
these By-laws.
Section
4 Vacancy
Any vacancy on the Board of
Directors shall be filled promptly by a vote of at least three out of four
of the remaining Directors. A
Director thus elected shall hold office for the unexpired term.
Section
5 Removal
of Directors
Any
Director may be removed at any time by the vote of three of four of the
remaining Directors or by a majority vote of the members of record at a
special meeting called for that purpose.
Section
6 Duties
of Directors
President:
A.
Preside at all
meetings.
B.
Report the
condition of the Society.
C.
Call regular and special meetings of the Society.
D.
Appoint
administrative positions as required.
E.
Sign and execute all
contracts in the name of the Society. The authority to sign certain
contracts may be delegated in writing to other members on a case-by-case
basis.
F.
Sign all
certificates representing shares, if any.
G.
Cause all books,
reports, statements and certificates to be properly kept and filed as
required by law.
H.
Enforce these
by-laws.
Vice-President:
A.
During the absence
or incapacity of the President, perform the duties of the President.
B.
Perform all duties
incident to the office of Vice-President of the Society, including those
identified in Article XI.
Treasurer:
A.
Have the care and custody of and be responsible for all the
funds and securities of the Society, and deposit such funds and securities in
the name of the Society in such financial institutions as the Board of
Directors may designate.
B.
Make, sign, and
endorse in the name of the Society all checks, drafts, notes and other
orders for the payment of money. Pay out and dispense such under the
direction of the President or the Board of Directors.
C.
Perform all duties
incident to the office of Treasurer of the Society, including those
identified in Article XI.
Secretary:
A. Keep
the minutes of the meetings.
B. Give
notice of all business meetings.
C.
Keep the corporate
records and seal.
Membership Chairman:
A.
Keep and maintain
the membership records. Provide name tags
B.
Report monthly to
the Officers the membership status.
C.
Collect membership
dues. Forward dues to the Treasurer.
Section
7 Compensation
Each Officer shall serve without compensation.
Section
8 Quorum
At
any meeting of the Board of Directors, the presence of a majority of the
Board members shall be necessary to constitute a quorum for the transaction
of business.
Section
9 Meetings
and Notice
The
President may call meetings of the Board of Directors at any time and must,
upon the written request of any three Directors, call a special meeting to
be held not more than seven days after the receipt of such request. No
written notice need be given of any regular meeting of the Board. Notice of
special meetings shall be served upon each Director in person, by
telephone, by mail or e-mail at least three days prior to the date of such
meeting.
Section
10 Conduct
of Meetings
At
every meeting of the Board of Directors, the President, or in his absence
the Vice-President, or in the absence of both, a Chairman selected by a
majority of the Directors present, shall preside.
Section
11 Action
Without Meeting
Any
action taken by Board members between normally scheduled meetings may be
done by e-mail. Such actions
shall require unanimous agreement in e-mails shared between all Board
members. Such e-mail records
shall be archived in the permanent records maintained by the Secretary.
Section
12 Manifestation
of Dissent
A
Director of the corporation who is present at a meeting of the Board of
Directors at which action on any corporate matter is taken shall be
presumed to have assented to the action unless their dissent is entered in
the minutes of the meeting.
Section
13 Indemnification
Representation and judgments regarding any injury
claims having to do with actual or alleged acts or failures to act in the
course of business will be covered as set forth in the general liability insurance
policy owned by the Society.
ARTICLE V
Certificates of Stock
At the discretion of the
Board, share certificates may be issued. Otherwise, shares will be held
electronically by the Membership Chairman. If shares are to be issued, one
certificate shall be issued to each membership of record.
ARTICLE VI
Dividends
Section
1 Declaration
of Dividends
The Board of Directors at any regular or special
meeting may declare dividends payable out of the surplus of the Society
funds.
Section
2 Distribution
of Society Assets
At
the dissolution of the Society, all assets shall be sold and the funds
derived shall be divided in equal shares to each current membership of
record.
ARTICLE VII
Rules of Order
The rules contained in the most recent edition of
Robert's Rules of Order, Revised, shall govern all formal meetings
of members and of the Board of Directors.
ARTICLE VIII
Books and Records
Section 1 Records
of Meetings and Membership
A.
The Secretary shall keep records of all meetings.
B.
The Membership
Chairman shall keep a register giving the names of memberships of record in
alphabetical order.
Section 2 Copies
of resolutions
Any person dealing with
the Society may rely upon a copy of any of the records of the proceedings,
resolutions or votes of the Officers or membership at meetings, when
certified by the President or Secretary.
ARTICLE IX
Fiscal Year
The Board of Directors shall have the powers to fix the
fiscal year of the Corporation.
ARTICLE X
Annual Dues
Section
1 Annual
Dues
The annual dues shall be
due and payable January 1st each year. A grace period shall be granted
between January 1 and the opening of the annual meeting. The Board of Directors may recommend
the amount of annual dues based on recorded and projected expenses, subject
to the ratification of a majority of the memberships of record and their
proxies present constituting a quorum at the annual business meeting.
Section
2 Effective
Date of Changed Dues
Any change in dues shall become effective following the
annual business meeting for new memberships. Dues changes for memberships of
record shall become effective at the beginning of the next fiscal year.
Section
3 Advance
Payment of Dues
To the extent that a membership remits dues in excess
of what is owed for the current year, the excess funds will be retained by
PSGRS as a credit in favor of the membership which will be used to offset
dues in future years. Should
such a credit be insufficient to completely offset the dues required in a
given year, then the membership will owe PSGRS the difference between the
dues required and the credit balance to completely satisfy the dues
obligation for that year. A
membership may request the refund of a dues credit by application to the
PSGRS President.
ARTICLE XI
Accounting, Inventory and
Property Control
Section
1 Financial
Review Committee
The President shall
appoint from one to three members of record to serve on the financial
review committee. The committee responsibilities are as follows:
A.
Review all
necessary local, state, and federal tax liabilities with the assistance of
the Treasurer and see that appropriate tax forms are prepared.
B.
Review the
Treasurer’s annual financial statement prior to its submittal to the
membership at the annual business meeting.
Section
2 Accounting
The
Treasurer shall prepare an annual financial statement to be submitted to
the membership at the annual business meeting.
The Treasurer
shall present a financial report in person or via message at each meeting
of the Officers.
Section
3 Inventories
The Vice-President shall keep an
inventory record book of assets owned by the Society. This record shall
contain the following:
A.
Item description
B.
Inventory number (
if any)
C.
Date of purchase
D.
Date of disposal
E.
Original cost
F.
Sales price or
disposal value
Section
4 Property
Identification
The Vice-President with the assistance of various members shall
permanently identify and appropriately mark any tangible property owned by
the Society. Each item so identified shall have its number listed in the
inventory record (item B, of section 3, above).
CERTIFICATION
The Puget Sound Garden Railway Society, a Corporation
duly organized and existing under the laws of the State of Washington, does
hereby certify that the foregoing by-laws were duly adopted by resolution
of the Society at the annual membership business meeting held in Puyallup,
Washington this 19th day of March, 2005.
PUGET SOUND GARDEN RAILWAY SOCIETY,
INC.
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