Los Angeles Division Bringing local model railroaders together in Los Angeles and Ventura counties.  2013 NMRA Pacific Southwest Region LA Division By-Laws BY-LAWS Of LOS ANGELES DIVISION PACIFIC SOUTHWEST REGION NATIONAL MODEL RAILROAD ASSOCIATION, INC. Revised November 21, 2009 ________________________________________________________________________ PREAMBLE: The Los Angeles Division ( LADIV ), having been established by the Pacific Southwest Region (PSR), of the National Model Railroad Association, Inc. (NMRA) as an operating unit in the designated territory, does hereby adopt and proclaim the following By-Laws to govern its operation. ARTICLE I - PURPOSE: The primary purpose of this LADIV shall be to further the enjoyment of the hobby of model railroading and to promote the aims of the PSR. ARTICLE II - MEMBERSHIP AND VOTING RIGHTS: Section A: Members: Any member of the NMRA residing within the boundaries of the LADIV is automatically a member of the LADIV. Section B: Meeting of Members: The LADIV shall hold at least four meetings each year, one of which shall be designated the Annual Meeting of Members. Unless designated otherwise by the Superintendent of the LADIV, Annual Meeting of Members will be held in the first quarter of each calendar year and shall coincide with the change of officers at the Annual Banquet. 1. Special Meetings: Special Meetings for any purpose may be called at any time by the Superintendent of the LADIV or by not less than twenty (20) members of the LADIV requesting such a meeting. Any call for such a meeting shall be forwarded to the Chief Clerk/Paymaster of the LADIV in writing and is to state the nature of the business to be transacted. 2. Notice: Notice of all Meetings of Members shall be given by publishing in the LA Coupler and shall specify the place, the day and the hour of the meeting, and in the case of a special meeting the general nature of the business to be transacted. 3. Quorum: Ten (10) percent of the members of the LADIV, present at a Meeting of Members, shall constitute a quorum. The members at a duly called and held meeting at which a quorum is present, may continue to do business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum. 4. Voting: Each member of the LADIV shall be entitled to one vote on all matters submitted to a vote of the members. The deadline set for mail ballots shall not be less than thirty (30) nor more than sixty (60) days from the date of publication in the LA Coupler. ARTICLE III - OFFICERS AND DUTIES The officers of the LADIV shall be a Director, a Superintendent, and a Chief Clerk/Paymaster. Section A: Director: 1. The director shall act as the representative of the LADIV in all matters before the Board of Directors of the PSR. The Director shall cooperate with the Superintendent in promoting the programs and purposes of the LADIV. Section B: Superintendent: 1. The Superintendent shall be the Executive Officer of the LADIV with the total responsibility and authority for the achievement of the purpose of the LADIV. The Superintendent shall preside at all Meetings of Members, the Executive Advisory Committee and shall appoint such committees as may be required by the PSR and such other committees as may be required to further the purposes of the LADIV. The Superintendent shall authorize and direct the expenditure of all LADIV funds by the Chief Clerk/Paymaster, and shall at all times cooperate with the PSR through the Director. The Superintendent shall be an ex-officio member of all LADIV committees, without vote, except for the Executive Advisory Committee as specified in these By-Laws. Section C: Chief Clerk/Paymaster: 1. The Chief Clerk/Paymaster shall act as Secretary/Treasurer of the LADIV and keep accurate record of all Meetings of Members and of the Executive Advisory Committee. The Chief Clerk/Paymaster shall maintain a record of all current members of the LADIV and a record of all persons attending LADIV functions. The Chief Clerk/Paymaster and/or the designated assistant (s) appointed by the Chief Clerk/Paymaster shall receive and record all monies coming into the LADIV treasury and shall deposit them in a convenient bank or Savings and Loan in the name of the LADIV with a signature card for withdrawal by either the Chief Clerk/Paymaster or the Superintendent. The Chief Clerk/Paymaster shall make all disbursements as authorized and directed by the Superintendent. The Chief Clerk/Paymaster shall arrange for an annual audit by the Audit Committee and shall submit a complete financial report and Financial Statement for audit not less than three (3) weeks prior to the Annual Meeting of Members. The Chief Clerk/Paymaster shall have the complete financial report and Financial Statement together with any comments from the Audit Committee available for examination during the Annual Meeting of Members and shall cause them to be published in the LA Coupler, in the next available issue following the Annual Meeting of Members. Section D: Term of Office 1. The Director shall be elected by the membership of the LADIV and shall hold office for a term of two years beginning at the annual meeting of the NMRA PSR in the odd years. The Director shall not succeed himself more than once (this is per the PSR by-laws). 2. The Superintendent and Chief Clerk/Paymaster shall be elected by the membership of the LADIV, and shall hold office for a term of two years beginning at the Annual Meeting of the LADIV. 3. The Director shall take office in the odd numbered years, the Superintendent and the Chief Clerk/Paymaster shall take office in the even numbered years. 4. The Division officers shall be elected by mail ballots. Section E: Vacancies: 1. In the event of an elected office being permanently vacated for any reason, the functions, duties and responsibilities of that office shall be fulfilled as set forth below until a successor shall have been duly elected. Office Vacated Interim Successor Director Superintendent Superintendent Chief Clerk/Paymaster Chief Clerk/Paymaster Any member of the LA Division appointed by the Superintendent 2. The remaining elected officials shall appoint a member to temporarily fill the vacancy until the next regular election. Elections to fill such vacancies shall be by mail ballot. Section F: Removal from Office: 1. Any elected officer of the LADIV may be removed from office by written ballot in a special election. A special election for removal of an elected officer may be requested by submitting to the Superintendent or Chief Clerk/Paymaster a petition requesting a special removal from office election together with the names of two (2) eligible candidates willing and able to serve for the un-expired term. This petition must be signed by LADIV members eligible to vote in the immediate past regular election equal to thirty (30) percent of the total votes cast in that election. A special election shall be held within ninety (90) days of receipt of a petition meeting these requirements. ARTICLE IV - COMMITTEES 1.  The following committees shall be appointed by the Superintendent with written notification of their appointment sent to the President of the PSR: Membership; Contest; Nominating; Public Relations and Achievement Program. In addition to these committees the Superintendent shall appoint the following committees: Audit; Activities; Railette; Member Aid; Publications and Estate Counseling. 2.  The Audit Committee shall be composed of at least three (3) members of the LADIV not designated as a Chairperson of any other Committee. 3.  An Executive Advisory Committee is hereby established with the Superintendent as Chairperson and shall consist of the Director, the Chief Clerk/Paymaster, the Chairpersons of all committees, except the Audit Committee Chairperson, and when so appointed by the PSR, the PSR Convention Chairperson for PSR Conventions held within the LADIV. This committee shall meet at least quarterly at the call of the Superintendent. ARTICLE V - THE LA COUPLER 1. There shall be one official publication for the LADIV , which shall be known as the LA Coupler. This publication shall be issued at least four times a year. The LA Coupler shall carry all LADIV mail ballots and official notices of meetings to the membership. ARTICLE VI - AMENDMENTS 1. These By-Laws may be amended by a two thirds (2/3) majority of the votes cast at the Annual Meeting of Members or any Special Meeting of Members called for such purpose, of which prior notice shall be given to all LADIV members at least thirty (30) days prior to the meeting. 2. These By-Laws may also be amended by a two-thirds majority of the votes cast in a mail ballot, providing that a notice shall have been mailed to all LADIV members at least thirty (30) days prior to the ballot deadline.