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.
