Association Bylaws

CENTRAL RAILWAY MODEL AND HISTORICAL ASSOCIATION: BYLAWS

ARTICLE I: OPERATING NAME

Section 1: The Central Railway Model and Historical Association’s (CRM&HA) primary responsibility is to operate the CENTRAL RAILWAY MUSEUM (CRM). When appropriate, the CRM&HA shall present itself to the public and its own members simply as the CRM.

ARTICLE II: BOARD OF DIRECTORS

Section 1: The Board of Directors shall consist of six (6) elected members, who collectively share full responsibility for managing the Association. Job titles and duties are as follows:

1. The PRESIDENT shall be responsible for the planning and conduct of all Association activities, shall preside over all Regular, Special, Annual, Steering Committee, and Board Meetings, shall appoint special project Committee Chairs as deemed necessary, and shall fill any vacancies on the Board of Directors for the duration of the term of office for that vacancy.
2. The TREASURER shall keep an accurate record and account of all monies received and disbursed and of all the assets and liabilities of the Association, shall deposit all monetary receipts (including membership dues) promptly in the bank account specified by the Board of Directors, shall issue payments for goods or services as authorized by the Board of Directors, and shall prepare a monthly financial statement for distribution at all Regular Meetings, and other meetings as deemed important.
3. The SECRETARY shall take and preserve accurate minutes at all Regular and Special meetings, shall maintain a current and accurate membership roster, shall certify Regular Members for voting purposes, shall handle general correspondence, shall create and maintain accurate inventories of Association property, shall safely preserve all Association records, and shall chair the standing Rule and Bylaws Committee (see Article III below.)
4. The EXHIBITS VICE PRESIDENT shall be responsible for developing and presenting the various exhibits and displays of the Association, including model railroad layouts, model railroading displays, and exhibits/displays of the railroad artifacts in the museum collection. The Exhibits VP shall obtain Board of Directors approval before acquiring, constructing, and/or disposing of significant displays or artifacts to/from others, and shall maintain the Association’s library.
5. The PROGRAMS VICE PRESIDENT shall be responsible for developing and coordinating the educational, informational, and entertainment programs and activities of the Association.
6. The MARKETING VICE PRESIDENT shall be responsible for communicating with members and the general public about Association programs and activities, shall ensure that a regular newsletter about those activities is published, and shall manage the Association’s web site and digital presence.

Section 2: The normal term of office for all Directors shall be two (2) years, with terms staggered to provide 3 new Directors per year.

Section 3: In order to promote the sharing of responsibilities within the Association, Directors shall normally be limited to two (2) consecutive terms with the same job title.

Section 4: Board Members shall be elected to two year terms at the Association’s Annual Meeting. A simple majority of votes by Regular Members in attendance at the Annual meeting, either in person or by written proxy, is needed for election.

Section 5: Nominations for each open position will be made by a standing NOMINATING COMMITTEE at least one month prior to the Annual Meeting. Additional nominations may be made from the floor at the Annual Meeting, subject to acceptance by the nominee.

Section 6: The Board of Directors may hold closed Special meetings to discuss sensitive issues as it sees fit, but shall work openly with and through its various committees whenever possible.

ARTICLE III. COMMITTEES

Section 1: The Board of Directors shall establish a variety of committees to assist it in the normal operation of the CRM.

Section 2: The Board of Directors may modify the assigned responsibilities of committees or committee chairs as it sees fit, and shall maintain a current organizational chart showing the existing committee structure and the responsibilities of each committee. That organizational chart shall be appended to these bylaws as Appendix A.

Section 3: All committees shall include a Chairperson, appointed by the President in cooperation with any Directors whose duties include the scope of that committee.

Committees shall meet as required and shall report their progress at Regular Meetings. Section 3: These committees include:

1. OPERATING COMMITTEES: As described on the current organizational chart, and responsible for managing a specific area of the Association’s activities. Each operating committee shall have a line item budget for that purpose, and its chair shall be a voting member of the STEERING COMMITTEE. (See Article IV )
2. SPECIAL PROJECT COMMITTEES: Formed as deemed necessary by the Board of Directors, and dissolved upon the completion of their assigned
3. NOMINATING COMMITTEE: Responsible to recommend a slate of Regular Members for election as (This is a Standing Committee required by the Articles of Association.)
4. RULES AND BYLAWS COMMITTEE: Responsible for recommending and presenting amendments, additions or deletions to the Articles or ByLaws of the Association. (This is a Standing Committee required by the Articles of Association.)

ARTICLE IV. STEERING COMMITTEE RIGHTS AND RESPONSIBILITIES

Section 1: The Steering Committee shall consist of the Board of Directors plus the chairs of all CRM Operating Committees on the current Organizational Chart.

Section 2: The Steering Committee shall hold regularly scheduled meetings to discuss and/or make decisions and/or approve recommendations to the full membership about the operation of the CRM.

Section 3: The Steering Committee shall develop and present an annual budget for Regular Member approval at a Regular Meeting in the first quarter of each fiscal year. The proposed budget shall include line item budgets for each Operating Committee.

Section 4: The Steering Committee may modify line item budgets during a fiscal year, but any changes that increase a particular line item by more than 20% must be submitted to the full membership for approval at a regular monthly meeting.

ARTICLE V: ADDITIONAL RESPONSIBILITIES OF THE CRM&HA

Section 1: The CRM shall accept responsibility for any property loaned to it, providing that consent to the loan has been obtained from the Board of Directors in advance of the loan itself.

Section 2: The CRM shall not be liable for any damage caused to the personal property of members or visitors while attending Association meetings, programs, or activities IF such damage is determined by the Board of Directors to have been preventable by diligence on the part of its owner.

Section 3: The CRM shall not accept responsibility for personal property left overnight at the Central Railway Museum or at the site of a CRM program or event.

Section 4: The CRM shall not be liable for any injury to a member or visitor which is due to the negligence of that person.

ARTICLE VI: RESPONSIBILITIES OF MEMBERS

Section 1; Prompt payment of dues as specified by the current Dues Schedule.

Section 2: Adherence to these By-Laws.

Section 3: Attendance at Association meetings when possible.

Section 4: Active participation in planning and/or executing Association programs or activities (Regular Members only.)

Section 5: Promoting the Association’s Purposes as defined in Article II of the Articles of Association.

Section 6: Voting on Association business (Regular Members only.)

ARTICLE VI: RIGHTS OF REGULAR MEMBERS

Section 1: Voting on Association business on the basis of one (1) vote per member.

Section 2: Participating in all Association programs and activities.

Section 3: Attending all Association meetings and functions, except closed Board Meetings. Section 4: Borrowing the Association’s tools/equipment for use on a home layout project, with prior approval by the Board of Directors.

ARTICLE VII: APPLICATIONS FOR MEMBERSHIP

Section 1: Completing the application form.

Section 2: Accepting the responsibilities of members as per Article VI above. Section 3: Paying dues as specified by the Board of Directors for that membership classification.

ARTICLE VIII: DUES

Section 1: Regular and Associate membership dues for each fiscal year shall be paid at or prior to the first Regular Meeting of each fiscal year. The Secretary and/or Treasurer shall normally collect dues during the two month period prior to the first Regular Meeting of each fiscal year.

Section 2: Annual dues cover any portion of a fiscal year greater than 180 days. Regular Members joining the Association when less than 180 days remain in the current fiscal year shall pay one half of the annual dues for their membership classification.

Section 3: Changing the current dues schedule, as recommended by the Board of Directors to better provide for normal operation of the Association, shall require a vote at a Regular Meeting of the Association.

Section 4: The current CRMHA annual Dues Schedule shall be appended to these Bylaws as Appendix B.

ARTICLE IX: SUSPENSION OR DISMISSAL

Section 1: Members who fail to pay their dues on a timely basis (on or before the beginning of a new fiscal year) will be carried on the membership rolls as a “member-in-arrears” with no voting rights, for a maximum of thirty (30) days, after which the individual will no longer be considered a Member.

Section 2: Members who do not fulfill their responsibilities as Members, or who are convicted of a felony, or who interfere with other members’ enjoyment of the Association’s activities, are subject to suspension or dismissal at the option of the Board of Directors.

Section 3: Members who are suspended or dismissed by the Board of Directors may appeal the Board’s action directly to the entire membership, by requesting that a Special Meeting be called to review their case.

ARTICLE X: REINSTATEMENT

Section 1: Reinstatement of suspended or dismissed Members shall be subject to a majority vote of the Regular Members at a Regular or Special meeting of the Association

Section 2: Application for reinstatement must be accompanied by full payment of all dues owable during the period of absence from the Association.

Section 3: In the event of a request for reinstatement of membership after an absence period exceeding twelve (12) months, the Board of Directors will decide whether the application will be treated as a reinstatement or as a new membership application.

ARTICLE XI: USE OF THE ASSOCIATION’S INTERNET ACCESS EQUIPMENT

Section 1: The Board of Directors shall publish, review, and update as necessary a clear set of policies regarding the use of CRM electronic devices and systems by individual members for their own purposes. That policy document shall be appended to these bylaws as Appendix C.

ARTICLE XII: MEETINGS

Section 1: The Association will hold an Annual Meeting for the sole purpose of electing Board Members. This meeting will occur during the fourth quarter of the Association’s fiscal year.

Section 2: The Association will hold a Regular Meeting of members at least once per fiscal quarter.

Section 3: The Steering Committee will normally meet at least once per month as scheduled in advance, although the Board of Directors may decide to cancel or postpone a scheduled meeting if necessary or appropriate.

Section 4: The Board of Directors will meet as soon as possible after a request for a Special Meeting is made by any member of the board. Special Meetings may be open to all members, or closed to just the members of the board, as decided by the Director calling the meeting.

Section 5: Operating committees, Special Project committees, the Nominating Committee, and the Rules and Bylaws Committee, shall meet whenever the Chair of that committee decides that a meeting is necessary. No regular meetings of these committees are required.

Section 6: The Board of Directors may call a Special Meeting for the purpose of discussing/deciding a single issue. Any member who has been suspended or dismissed as per Article IX above, may call a Special Meeting for the purpose of appealing the Board of Directors decision to suspend or dismiss himself or herself.

Bylaws adopted on May 3, 2007 concurrent with becoming a legal corporate entity.

Revised on December 6, 2018 to improve various structures/policies/processes.

Appendix B

FEES:

The Membership year is from January 1 through December 31 with fees payable between November 15 and December 31.

The fee is established by the Steering Committee and adjusted when necessary. The Annual Membership Fee is $40.00.

The Annual Associate Membership Fee is $20.00. (For members younger than 18 years old.)

For anyone joining the Association after July 1, the fee is $20.00.

Appendix C

Policy Statement

The use of Central Railway Model and Historical Association (Central Railway Museum) electronic systems, including computers, fax machines, and all forms of Internet/intranet access, is for organizational use. Brief and occasional personal use of the electronic mail system or the Internet is acceptable as long as it is not excessive or inappropriate, and does not result in

Using Organization electronic systems to access, create, view, transmit, or receive racist, sexist, threatening, or otherwise objectionable or illegal material, defined as any visual, textual, or auditory entity, file, or data, is strictly prohibited. The Organization's electronic mail system, Internet access, and computer systems must not be used to harm others or to violate the laws and regulations of the United States or any other nation or any state, city, province, or other local jurisdiction in any way. Use of organization resources for illegal activity can lead to disciplinary action, up to and including dismissal and criminal prosecution. The Organization will comply with reasonable requests from law enforcement and regulatory agencies for logs, diaries, archives, or files on individual Internet activities, e-mail use, and/or computer use.

If you violate these policies, you could be subject to disciplinary action, up to and including loss of membership privileges.

Ownership and Access of Electronic Mail, Internet Access, and Computer Files; No Expectation of Privacy

The organization owns the rights to all data and files in any computer, network, or other information system owned by the Organization and to all data and files sent or received using any organization system or using the Organization's access to any computer network, to the extent that such rights are not superseded by applicable laws relating to intellectual property. The Organization also reserves the right to monitor electronic mail messages and their content, as well as any and all use by members of the Internet and of computer equipment used to create, view, or access e-mail and Internet content. The Organization has the right to inspect any and all files stored in private areas of the network or on individual computers or storage media owned by the organization in order to assure compliance with Organization policies and state and federal laws. No member may access another member's computer, computer files, or electronic mail messages without prior authorization from either the member or an appropriate Organization official.

The Organization uses software in its electronic information systems that allows monitoring by authorized personnel and that creates and stores copies of any messages, files, or other information that is entered into, received by, sent, or viewed on such systems. There is no expectation of privacy in any information or activity conducted, sent, performed, or viewed on or with Organization equipment or Internet access. Accordingly, members should assume that whatever they do, type, enter, send, receive, and view on Organization electronic information systems is electronically stored and subject to inspection, monitoring, evaluation, and Organization use at any time. Further, members who use Organization systems and Internet access to send or receive files or other data that would otherwise be subject to any kind of confidentiality or disclosure privilege thereby waive whatever right they may have to assert such confidentiality or privilege from disclosure. Members who wish to maintain their right to confidentiality or a disclosure privilege must send or receive such information using some means other than Organization systems.

The Organization has licensed the use of certain commercial software application programs for business purposes. Third parties retain the ownership and distribution rights to such software. No member may create, use, or distribute copies of such software that are not in compliance with the license agreements for the software. Violation of this policy can lead to disciplinary action, up to and including dismissal.

Confidentiality of Electronic Mail

As noted above, electronic mail is subject at all times to monitoring, and the release of specific information is subject to applicable state and federal laws and Organization rules, policies, and procedures on confidentiality. Existing rules, policies, and procedures governing the sharing of confidential information also apply to the sharing of information via commercial software. Since there is the possibility that any message could be shared with or without your permission or knowledge, the best rule to follow in the use of electronic mail for non-work-related information is to decide if you would post the information on the office bulletin board with your signature.

It is a violation of Organization policy for any member, including system administrators and supervisors, to access electronic mail and computer systems files to satisfy curiosity about the affairs of others, unless such access is directly related to that member's job duties. Members found to have engaged in such activities will be subject to disciplinary action.

Electronic Mail Tampering

Electronic mail messages received should not be altered without the sender's permission; nor should electronic mail be altered and forwarded to another user and/or unauthorized attachments be placed on another's electronic mail message.

Policy Statement for Internet/Intranet Browser(s)

The Internet is to be used to further the Organization's mission, to provide effective service of the highest quality to the Organization's customers and staff, and to support other direct job-related purposes. Supervisors should work with members to determine the appropriateness of using the Internet for professional activities and career development. The various modes of Internet/Intranet access are Organization resources and are provided as business tools to members who may use them for research, professional development, and work-related communications. Limited personal use of Internet resources is a special exception to the general prohibition against the personal use of computer equipment and software.

Members are individually liable for any and all damages incurred as a result of violating organization security policy, copyright, and licensing agreements.

All Organization policies and procedures apply to members' conduct on the Internet, especially, but not exclusively, relating to: intellectual property, confidentiality, organization information dissemination, standards of conduct, misuse of organization resources, anti-harassment, and information and data security.