ByLaws

BYLAWS
OF THE TOY TRAIN OPERATING SOCIETY
A California Nonprofit Corporation

(With Amendments Incorporated for Ease of Reading and Continuity)

ARTICLE I
Principal Office

The Principal executive office of the Society is hereby fixed and located at 136 E Santa Clara Street, #2, Arcadia, CA 91006. The National Board of Directors is hereby granted full power and authority to change said principal office from one location to another in the County of Los Angeles. Any such change will be noted by the National Secretary opposite this section, but shall not be considered an amendment of these bylaws.

ARTICLE II
Members

Section 1. Classes of Members.

A: The first five Regular Members of the Society shall be known as Founding Members.

B: Charter Members shall be the first 100 Regular Members not known as Founding members.

C: Regular Members are all those who subscribe to the Society’s goals and objectives and pay dues and initiation fees as levied by the Society.

D: Any Regular Member may enroll a spouse or minor child as a Family Member upon payment of the Family Membership fee. Family Members have all the rights and privileges of Regular Members except the right to vote, hold office or receive separate publications.

E. Junior Membership may be conferred upon those from 9 up to 18 years of age upon payment of fees levied by the Society for such Junior Memberships. Junior Members shall have all rights of regular members except the right to vote, to enroll Family Members, or to hold elected office in the Society.

Section 2. Eligibility for Membership. Membership shall be open to any person nine years of age or older who collects, operates or professes an interest in toy trains and their related items. Toy trains may be of any age, of any scale and gauge, propelled by any means, domestic or foreign, and of any material or manufacturer. Applications for membership shall be in such form as shall be prescribed by the National Board of Directors.

Section 3. Qualification and Admission of Members. Members shall be persons of responsibility, integrity and high standing in the communities in which they reside. A member shall be admitted to membership only upon approval by The National Board of Directors or upon approval by such Membership Committee or Membership Secretary as the National Board of Directors may, by resolution, have authorized.

Section 4. Termination of Membership. A membership shall terminate upon death or resignation of the member, or upon his expulsion by a majority vote of the National Board of Directors, in accordance with Section 6 of this Article n, for conduct which the National Board of Directors shall deem inimical to the best interests of the Society, or upon written notice to the member by the National Secretary that he has been expelled because his dues have not been paid.’ A member may not transfer his membership or any right arising there from, and any attempted transfer of a membership shall cause such membership to terminate automatically. All rights of a member in the Society or its property shall cease upon termination of his membership.

Section 5. Duties of Members. Members shall conduct themselves so as to further the purposes of the Society and so as to promote cooperation, interest and fellowship in operating and collecting toy trains. Members and, when permitted at Society functions, guests, shall abide by all rules, regulations, guidelines, standards and policies which the National Board of Directors may from time to time prescribe.

Section 6. Complaints and Disciplinary Action. Any member may file with the National President of the Society a written complaint regarding transactions or dealings by another member involving toy trains and their related items. The National President shall appoint a committee of three (3) from among the members of the Board of Directors of the Society to investigate such complaints and forward their findings to the Board of Directors. This committee shall have at least one member of the Executive Committee appointed to it. The National Board of Directors shall review the findings and recommendations of the Complaint Committee, conduct such further investigations as it deems necessary, and give the members against whom the complaint was lodged a reasonable opportunity to a hearing. Thereafter, the National Board of Directors shall render its decision, which decision shall be final and binding. Such decision of the National Board of Directors may provide for disciplinary action in the form of suspension of membership in the Society for a specified, definite period of time or in the form of expulsion from the Society. The Complaint Committee serves at the discretion of the National President either for a specific complaint or for complaints for a specified period of time.

Section 7. Initiation Fees and Dues. Upon admission to membership, an initiation fee shall be due and payable in such amount as is fixed from time to time by the National Board of Directors. In addition to said initiation fee, dues for the first year shall be payable upon admission to membership and annually thereafter at such time or times as may be fixed by the National Board of Directors. The amount of dues shall be fixed from time to time by the National Board of Directors.

Section 8. Meetings of Members. Annual meetings of the members shall be held each year during the National Convention of the Society at such time and place as may be fixed by the National Board of Directors. Special meetings of the members may be called and held as may be ordered by the National Board of Directors or by members holding not less than one-tenth of the total voting power of members. Notice of each meeting, whether special or annual, shall be given each member not less than thirty (30) days before such meeting by publishing such notice in any publication or Bulletin of the Society or by mailing a copy of such notice to the address of each member as it appears in the membership register of the Society.

Section 9. Voting. All regular members shall have equal voting and other rights. Each regular member attending the Membership Meeting shall be entitled to one vote. If a quorum is present, the affirmative vote of the majority of regular members represented at the meeting and entitled to vote on any matter shall be the act of the regular members, unless the vote of a greater number is required by the California General Nonprofit Corporation Law or by the Articles of Incorporation.

Section 10. Quormn. Seventy-five (75) Regular Members attending the Membership Meeting shall constitute a quorum for the transaction of business.

ARTICLE III
Directors

Section 1. Number. The number of Directors of the corporation shall be that necessary to include the five elected Officers, the President of each division, and the Immediate Past President, or other Past President as provided for in Section 2 of this Article. Any Director may assign his/her proxy to any other member of the Society for any specific meeting or purpose.

Section 2. Selection and Term of Office. The Board of Directors shall consist of the elected Officers, Division Presidents, and a Past President as described herein, or by any holder of their proxy. Elected officers shall hold their respective Directorships until their successors are elected. The Directorships of Division Presidents shall begin upon their elections as Division Presidents and end with their terms as Division Presidents as set forth in their own division bylaws. The Past President shall be the most recent Past President but, in his/her vacancy, the position may be left vacant or may be filled by another Past President as appointed by the Board of Directors. The Directorship of the Immediate Past President shall not exceed one term. The word “term” should be interpreted to be consistent with a term for National Officers (two-year term effective 1996).

Section 3. Meetings. Regular meetings of the National Board of Directors shall be held without call at such time and place as the Board may from time to time designate. Special meetings of the National Board of Directors, for any purpose or purposes, shall be called at any time by the National President or by any two Directors. Written notice of regular meetings shall be given to each Director not less than thirty (30) days prior to the date of the meeting and written notice of special meetings shall be given to each Director at least fortyeight (48) hours prior to the time of the holding of the meeting. The notice of each meeting shall contain the time and place of such meeting and shall be given personally or by mail, postage prepaid. Notice shall be deemed to have been given at the time it is deposited in the United States mail or personally delivered to the recipient.

Section 4. Quorum. A majority of the authorized number of directors shall be necessary to constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the National Board of Directors unless a greater number be required by law or by the Articles of Incorporation.

Section 5. Approval of Minutes. The transactions of any meeting of the National Board of Directors, however called or noticed and wherever held, shall be as valid as though held at a meeting duly held, if each of the directors not present approves in writing the minutes of such meeting. All such approvals shall be filed with the records of the Society or made a part of the minutes of the meeting.

Section 6. Fees and Compensation. Directors shall receive no compensation for their services, but may receive such reimbursement for expenses as may be fixed by resolution of the Board. Notwithstanding the foregoing, the National Secretary and National Treasurer may receive, as compensation for their services, such amounts and at such times as the Board may from time to time determine.

Section 7. Action without Meeting. Any action by the National Board of Directors may be taken without a meeting if all members of the Board shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board and shall have the same force and effect as a unanimous vote of such Directors.

Section 8. Executive Committee. The Executive Committee shall consist of the National President, the National Vice President, the National Secretary, the National Treasurer and the National Director-At-Large. The Executive Committee shall and may exercise all the powers and authority of the National Board of Directors in the management of the business and affairs of the Society, except with respect to:

(a) The approval of any action for which the approval of the members is also required by law or by these Bylaws or by the Articles of Incorporation;
(b) The removal or appointment of any officer;
(c) The suspension or expulsion of any member;
(d) The adoption, amendment or repeal of any Bylaw;
(e) The determination of the’ amounts to be received by the National Secretary and National Treasurer in compensation for their services; and
(f) The amendment or repeal of any resolution of the National Board of Directors which by its express terms is not so amendable or repealable. Any action taken by the Executive Committee may be revised or altered by the National Board of Directors, provided, however, that no rights of third parties shall be affected thereby.

 

ARTICLE IV
Officers

Section 1. Officers. The Elected officers of the Society shall be the President, Vice President, Secretary, Treasurer and Director-At-Large. No member may be a Division President and hold an office on the Board of Directors simultaneously. No member may hold more than one position on the Board of Directors.

Section 2. Election. The National President shall appoint, prior to the Annual National Convention, a Nominating Committee. The National President will advise the Board of Directors at the National Convention of his selections for their approval. On or before August 1, the Nominating Committee shall submit to the National Secretary a list of one or more nominees for each of the national offices, each of which such nominees has in writing accepted the nomination and agreed, if elected, to serve. Any member may have his/her name also placed in nomination by submitting a petition, signed by at least 2.5 % of the total membership, to the National Secretary on or before October 1. On or before November 1 the National Secretary shall mail a ballot to each member. All ballots must be received back by the National Secretary not later than November 30. Within 7 days following December 1, the inspectors of election, as have been appointed by the National Secretary (none of which inspectors shall be nominees), shall open the ballots, count and tabulate all votes, and determine the results. The inspectors shall immediately thereafter notify each nominee and each Director of the results. Effective with the 1996 elections, the term of office for the officers so elected shall be for two years to commence at the first Board of Directors’ meeting after the election.

Section 3. Removal and Resignation. Any National Officer may be removed from office by the National Board of Directors for failure to perform his duties or for misconduct. Any national officer shall first have a reasonable opportunity for a hearing before the National Board of Directors before being so removed. Any officer of the Society other than a national officer may be removed, with or without cause, at any time, by the National Board of Directors or by any officer upon whom such power of removal may be conferred by the National Board of Directors. Any officer may resign at any time by giving written notice to the National Board of Directors, to the National President, or the National Secretary.

Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled by the National President, subject to the approval of the National Board of Directors.

Section 5. National President. The National President shall be the chief executive officer of the Society and shall, subject to the control of the National Board of Directors, have general supervision, direction and control of the business and affairs of the Society. He shall preside at the meetings of the members and at all meetings of the National Board of Directors, and shall have such other powers and duties as may be prescribed by the National Board of Directors or the Bylaws.

Section 6. National Vice President. In the absence or disability of the National President, the National Vice President shall perform all the duties of the National President, and when so acting shall have all powers of, and be subject to all the restrictions upon, the National President. The National Vice President shall have such other powers and perform such other duties as from time to time may by prescribed for him by the National Board of Directors or Bylaws.

Section 7. National Secretary. The National Secretary shall record or cause to be recorded, and shall keep or cause to be kept, at the principal office of the Society, a book of minutes of actions taken at all meetings of members, the National Board of Directors, and the Executive Committee, with the time and place of holding, whether regular or special, and, if special, how authorized, notice thereof given, names of those present at directors’ and committee meetings, the number of members present or represented at members meetings, and the proceedings thereof. The National Secretary shall keep, or cause to be kept, at the principal office of the Society, a membership book containing the name and address of each member, and shall keep or cause to be kept, at the principal office of the Society the original or a copy of the Bylaws as amended to date, which shall be open to inspection by the members at all reasonable times during office hours. The National Secretary shall give, or cause to be given notice of all meetings of the members of the National Board of Directors required by the Bylaws or by law and shall have such other powers and perform such other duties as may be prescribed by the National Board of Directors or by the Bylaws.

Section 8.’ National Treasurer. The National Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, and gains. The books of account shall at all reasonable times be open to inspection by any member. The National Treasurer shall deposit all monies and other valuables in the name and to the credit of the Society with such depositories as may be designated by the National Board of Directors, shall disburse the funds of the Society as may be ordered by the National Board of Directors, shall render to the National Board of Directors, whenever requested, an account of all of his transaction as Treasurer, and of the financial condition of the Society, and shall have such other powers and perform such other duties as may be prescribed by the National Board .of Directors or the Bylaws.

Section 9. The National Director-At-Large. The National Director . At-Large shall be an assistant to the National President and shall have such other power and perform such other duties as may be prescribed by the National Board of Directors or by the Bylaws.

ARTICLE V
Divisions

Section 1. Establishment. Divisions may be established, changed, and abolished in the sole and absolute discretion of the National Board of Directors.

Section 2. Members. Any member of the Society, upon application to and admission to such division(s), may become a member of one or more divisions.

Section 3. Officers. Each division shall elect such division officers as may be specified in the Bylaws of the division. The National Secretary shall be promptly notified who the division officers are.

Section 4. Dues. Each division may impose and collect such fees, dues and assessments as are needed to support the division. When so requested by the National Board of Directors, each division shall collect on behalf of the Society fees and dues imposed pursuant to Section 7 of Article II above and immediately forward them to the National Treasurer.

Section 5. Reports. Each division shall submit two copies of written reports of the activities (financial reports, minutes, news bulletins, etc.) to the National Business Office. Each division shall -submit a full and complete financial report to the National Treasurer at such times and in such form as the National Treasurer may from time to time prescribe.

Section 6. Operations. Each division shall adopt bylaws to govern the operation of such division, which bylaws shall not be inconsistent with the Bylaws of the Society. Each division shall be operated in conformity with all applicable governmental laws, statutes, ordinances and regulations; and all rules, regulations, policies and guidelines adopted by the National Board of Directors.

Section 7. Sections. With the exception of the Sections created prior to August 4, 1977 in the Mid-Central States Division,  Tri-State Division and San Joaquin Valley Division, no Division shall create or form, and there shall be, no other sections, chapters, branches or other units of the Society or of any Division until the Director-At-Large or his appointed delegate(s) review any new formation and make recommendations to the Board of Directors.

Section 8. Division Meetings. Each division shall hold four or more meetings each year for the purpose of planning division activities and to conduct necessary division business. These meetings shall be conducted by the elected division officers and shall be open to all members of the division. A quorum (majority) of the elected officers must be present for the meeting to be  considered valid. As specified in Section 5 above, the minutes of these meetings shall be sent to the National Secretary within a period of (15) days. Only division members shall have voice and vote at division meetings. The minutes of these meetings shall be sent to all division members within fifteen (15) days of said meeting.

Section 9. Responsibilities of Division Officers. It shall be the joint responsibility of all elected division officers to maintain an active list of their own members for National records. Division officers upon being elected to maintain their respective division, shall act responsibly and serve the best interests of the majority of the division members. To neglect the members interests; such as to discontinue the regular schedule of division meetings, regular member activities, or member services such as periodical newsletters, etc., without majority vote of the membership, is cause for impeachment of officers, and replacement by emergency election of new division officers.

Section 10. Division Train Meets and Shows. Division sponsored train meets or shows may be held at the discretion of the division within the limits of the division Bylaws. Any member of the Toy Train Operating Society, upon presentation of a current National membership card, shall be permitted to attend such division train meet or show provided that said member shall pay any fee which is required for admittance. National members residing within the geographical boundaries of a division or contiguous divisions may be required to join said division before participating in said division activities.

ARTICLE VI
Miscellaneous

Section 1. Execution of Documents. The National Board of Directors may authorize any officer or officers, agent or agents, to  enter into any contract or execute any instrument in the name of or on behalf of the Society. Such authority may be general or confined to specific instances; and, unless authorized by the National Board of Directors, no officer, agent or other person shall have any power or authority to bind the Society by any contract or engagement to pledge its credit or to render it liable for any purpose or to any amount.

Section 2. Construction and Definition. Unless the context otherwise requires, general provisions, rules of construction and definitions contained in – the California General Nonprofit Corporation law shall govern the construction of the Bylaws.

Section 3. Rules of Order. The rules contained in Roberts Rules of Order, Newly Revised, 1981, the Scott-Foresman 1984 paperback edition, shall govern all members’ meetings and Directors’ Meetings of the Society, except in instances of conflict between the said Rules of Order and the Articles or Bylaws of the Society or provisions of law. In all instances of conflict between Robert’s Rules and these Bylaws, a majority vote of the Board of Directors will take precedence over Roberts’s Rules of Order, any Edition. In the event that Robert’s Rules of Order are revised or a new edition is published, that newer revision or edition shall automatically be adopted and be an amendment to this section of the Bylaws of this Society, (90) days after every Director
of the Society shall be advised by the Secretary, in writing, that such a revision or edition has been published. The Secretary will then cause such notice of Bylaw amendment(s) to be published in the next available Society publication.

Section 4. Committees. Committees, Committee Chairpersons and members of Committees may, from time to time, be appointed by the President, subject to approval of the Board of Directors.

ARTICLE VII
Amendments

Section 1. Power of Members. New Bylaws may be adopted or these Bylaws may be amended or repealed by the vote or written consent of a majority of the members entitled to vote, except as otherwise provided by law or by the Articles of Incorporation.

Section 2. Power of Directors. Subject to the right of members as provided in Section 1 of this Article VII to adopt, amend, or repeal bylaws; Bylaws, other than a bylaw or amendment thereof changing the authorized number of Directors, can be adopted, amended, or repealed by the Board of Directors.