THE CONSTITUTION OF THE NORTH TEXAS SOCIETY OF FERROEQUINOLOGISTS

Doing business as

SOUTHSIDE RAILROAD MODELERS

ARTICLE I—NAME

The name of this organization shall be the "NORTH TEXAS SOCIETY OF FERROEQUINOLOGISTS", dba SOUTHSIDE RAILROAD MODELERS, hereinafter referred to as "the club" or "this club".

ARTICLE II—PURPOSES

The purposes for which this club is organized are to serve the purposes of model railroading industry and railroading history, to provide a fraternal spirit, to further education among railroad enthusiasts, to provide a medium for the exchange of railroad information and to provide an operating layout for the use of all members of the club.

ARTICLE III—GOVERNMENT

SEC. 1. This club shall be managed by a Board of Directors, five (5) in number.

SEC. 2. The board of directors, hereinafter referred to as the "B.O.D." shall be constituted of the following elected officials: (1) PRESIDENT, (2) VICE-PRESIDENT, (3) SECRETARY, (4) TREASURER, (5) TRUSTEE. The office of Trustee shall be filled by the immediate past president. If for any reason the past president is not able to serve, then a replacement trustee shall be elected at the annual elections in September of each year.

SEC. 3. Any member of the B.O.D. who ceases to hold active membership in the club, automatically shall cease to be a member of the B.O.D.

SEC. 4. Any member of the B.O.D. may be removed from the B.O.D. by a two-thirds (2/3) majority vote of the active membership present in person at the monthly business meetings, or a special meeting called for such purpose. Such removal shall be preceded by written motion to such effect from an active member, and seconded. The motion shall state specific charges of which the director is accused. Copies of such motion shall be made available to all regular members at least 30 days prior to the meeting at which such motion shall be considered. The director so accused shall be given an opportunity to defend himself before the vote is taken.

SEC. 5. The directors of the club shall be elected for the term of one (1) year by the methods provided in the club by-laws. This election shall take place at the annual club meeting in September of each year. Term of office shall be from October 1 to September 30.

SEC. 6. Vacancies occurring on the B.O.D. between elections must be filled by a special election at the first monthly meeting following the occurrence of such vacancy. It shall be understood that the remaining board members shall themselves, or by appointment, fill the vacancy until such election takes place.

ARTICLE IV—DUTIES OF THE B.O.D.

PREFACE: Consistent with this constitution and these by-laws, the duties of the B.O.D. shall be as follows:

SEC. 1. Transact all club business and amend rules for the regulation and use of club property and/or private property on club premises.

SEC. 2. Constitute and appoint committees and define the powers and duties of the same, according to the guidelines as may be specified in the club by-laws.

SEC. 3. The B.O.D. shall designate the bank or banks in which the funds of the club shall be deposited, and determine the manner of checks, drafts, and other instruments for the payment of funds of the club shall be executed. However, the B.O.D. shall always require that one officer sign all such checks, drafts, or other instruments for payment of funds drawn in the name of the club upon any of its bank accounts. The B.O.D. shall authorize the creation of a petty cash fund of not more that fifty dollars ($50). No more than fifty ($50) dollars may be expended from such during any calendar month. Each and every expenditure must be evidenced by a receipt.

SEC. 4. The B.O.D. shall hold separate meetings at the times and places that the president and/or members of the B.O.D. shall from time to time so direct. Three members of the B.O.D. present at such meeting shall constitute a quorum for the transaction of business. A proxy statement is not acceptable toward establishing a quorum.

SEC. 5. The B.O.D. shall appoint a representative to the North Texas Council, and that person shall represent the interest of the Club at all Council Meetings.

SEC. 6. In the event a question before the board cannot be resolved, that question shall be submitted to the club membership for resolution. Should any member of the board motion to present any item to the membership, the motion shall not require a second and shall be presented at the next monthly meeting of the club for discussion and resolution.

SEC. 7. After the annual election, it shall be the duty of the B.O.D. to audit the financial accounts of the club and report the findings of such audit at a bimonthly business meeting no later than the monthly meeting in September.

ARTICLE V—OFFICERS

SEC. 1. The officers of this club shall be as follows: (1) PRESIDENT: (2) VICE-PRESIDENT: (3) SECRETARY, (4) TREASURER, (5) TRUSTEE.

Their duties shall be as follows:

SEC. 2. PRESIDENT: The president shall preside at all meetings of the club membership and of the B.O.D. The president shall (a) be the administrative officer of the club; (b) shall appoint all committees, using the methods as provided in the club by-laws wherever possible; (c) define the powers of those committees. The president shall be, ex-officio, a member of all committees.

SEC. 3. VICE-PRESIDENT The vice-president shall, under the direction of the president, (a) attend to business operations of the club; (b) perform all duties of the president during an absence or temporary incapacitation of the president; (c) be the chairman of the membership committee and give a report of membership and applicant status at every monthly meeting. The vice-president shall be a member of all committees.

SEC. 4. SECRETARY: The secretary, under the direction of the president, shall attend to all record keeping of the club. The secretary shall, (a) send out notices to every member of any special meeting. (b) record and keep the minutes of all meetings. (c) read the required minutes at the monthly meetings. (d) attend to all correspondence a directed by the president, the B.O.D., or club membership.(e) keep a record of the club membership which shall include the name, address, phone number, classification, club number, and dates of admittance and termination of each member (f) annually supply each club member a membership roster which shall include each members full name, address, and phone number (g) act for president in absence or temporary incapacitation of both the president and the vice-president.

SEC. 5. TREASURER: The treasurer shall, under the direction of the B.O.D., (a) attend to keeping the accounts, collecting its revenues, pay its bills, as approved by the B.O.D., (b) may be authorized to expend up to fifty ($50) dollars between monthly meetings without the prior approval of the B.O.D., (c) shall deposit funds of the club, received by him, in the name of the club, in such depository as may be authorized by the B.O.D, (d) act for the president in the absence or incapacitation of the president and vice-president.

SEC.6. Any officer wishing to resign from office shall present a letter of resignation to the president. In the event that the president should desire to resign his office, he shall present his letter of resignation to the B.O.D. The resignation of an officer shall be effective with the first B.O.D. meeting following the receipt of the letter of resignation.

ARTICLE VI—MEMBERSHIP

SEC. 1 Memberships in this club are open to those people who are eighteen (18) years of age or older and who are willing to support, abide by, and obey the provisions of this constitution and its by-laws, regardless of race, creed, religion, sex or national origin.

SEC. 2 A member in this club must also be a member of the National Model Railroad Association (NMRA).

SEC. 3 Membership in this club shall consist of those types of memberships as the bylaws may provide.

SEC. 4 The number of memberships of the club shall be as set forth in the club by-laws.

SEC. 5 Each regular member in good standing shall be entitled to one vote on all items requiring a vote of the membership.

SEC. 6 An applicant to membership in the club shall be elected to membership by the method as provided in the by-laws.

SEC. 7 The rights and duties of regular members are as follows: (a) To attend all meetings and have his opinions/suggestions heard as long as he abides by the procedure employed by the B.O.D. in its deliberations. (b) To vote on all issues brought before the club at all meetings. (c) To be voted into office, (d) To terminate membership in accordance with Article VI, Section 9, (e) To air grievances pertinent to the clubs means of a letter addressed to the president. (f) To request a special meeting through any member of the B.O.D., when justifiable to meet the urgency of some pressing matter. (g) To examine the financial account of the club, by application in writing to the president, stating the purpose and intent of such examination. (h) To be voted as a club representative to represent the club at meetings to which the club has been invited. (i) To defend, support, cooperate, and to share his loyalty to the club. (j) To attend the annual meeting. (k) To pay monthly dues regularly and promptly. (l) To participate and volunteer his services in all social activities of the club. (m) To serve as a chairman or member of a committee when so appointed.

SEC. 8 Memberships shall be terminated when any of the following occur: (a) A member is granted a leave of absence for a specific period of time for any reason deemed sufficient by the B.O.D.. Such member shall be deemed to be an inactive member and will not be required to pay dues. He will continue as an inactive member without accruing seniority until reinstated by the B.O.D. (b) A member dies. (c) A member is delinquent in the payment of dues for a period of three months. (d) A member resigns. (e) A member fails to maintain membership in the NMRA.

SEC. 9 A member who violates the club rules, or who is convicted of committing an act of violence, theft, immorality, and the like that degrades and defames the name of the club, city, state, or country shall be dismissed by a majority vote of the members present in a duly announced and assembled meeting. Such misdeed may consist of violence, theft, misuse of the club’s funds, misuse of club’s property or facilities, fraud, gross immorality and similar acts that a rational and prudent person should not do. Charges against a member shall be put into writing and directed to the B.O.D.

SEC.10 Any member who leaves the club, without exercising his right for a leave-of-absence as provided for in the Constitution and/or the By-Laws, will be required to apply as if that person were a new member. This means any and all induction fees as well as the required (3) month probationary period. Also, if that member left the club owing back dues, (not to exceed $60) those dues will be required at the time induction fees are paid.

SEC. 11 A quorum to transact business at a club meeting shall consist of 51% of the regular members of the club in good standing.

ARTICLE VII—DUES AND ASSESSMENTS

SEC. 1. Dues shall be as set forth in the club by-laws.

SEC. 2. Failure to pay the monthly dues for a period of three (3) months shall result in termination at the time of any monthly B.O.D. meeting. Termination shall be in accordance with Article VI Sec. 9c. of this constitution. The Treasurer shall make diligent effort to advise any member of his delinquency, however, failing to receive such notice does not waive the provisions of this section.

SEC. 3. Other dues and fees as may be specified in the club by-laws.

ARTICLE VIII—ELECTIONS

SEC. 1. President, Vice-president, Secretary, Treasurer shall be elected at the Annual meeting and shall hold office for a term of one year, or until their successors shall have been chosen. Notice of such election shall be given by the secretary to all active regular members no less than one week prior to the annual meeting and notice of such Annual meeting shall be posted at the club at least thirty (30) days prior to such meeting.

SEC. 2. Nomination and voting procedure shall be carried out as set forth in the by-laws.

SEC. 3. The directors shall be elected by a fifty-one (51) percent of greater vote of

regular members voting.

SEC. 4. The total votes received by each candidate shall be recorded by the secretary and shall be included in the clubs minutes. After recording, the ballots are to be retained for a period of thirty-two (32) days.

ARTICLE IX—CLUB EQUIPMENT

SEC. 1. The name of the club railroad system may be used on any motive power or rolling stock owned by an individual member providing the member properly identifies such equipment as his personal property.

SEC. 2. Any equipment which is not properly identified and claimed by a member within thirty (30) days after his membership in the club ceases, shall revert to the club subject to the approval of the B.O.D..

SEC. 3. All property of the club shall be classified as follows: (a) Class A property which will include all items which have been loaned to the club by individual members, properly identified, and listed in a Property File to be maintained by the secretary, such listing to be the responsibility of the loaning member. (b) Class B property which will include all items which have been purchased with club funds, constructed with club materials, donated outright to the club, or which have reverted to club ownership in accordance with Sec. 2. above. (c) Class C property is properly identified motive power and rolling stock furnished by individuals, for the operation on the club layout shall remain the responsibility of the individual owner, will not be considered club property, but its use will be governed by the House Rules, (d) Class D property is owned by the club and includes all materials procured by the club for use by the club and permanently attached to the layout.

SEC. 4. Any club property which is declared to be surplus by the B.O D., and all club property in the event of dissolution of the club, shall be disposed of in the following manner: (a) Class A property listed in the Property File shall be returned to the owner or revert to Class B at the owner’s request. (b) Class B property shall be sold at auction, notice of said auction to be given to the active membership in writing at least thirty (30) days prior to the date of said auction. Funds resulting from the sale of the club property shall revert to the club treasury for use in a general fund, or to be disbursed in accordance with Sec. 5 below.

SEC. 5. In the event of the dissolution of the club, the balance of funds in the club treasury, together with any funds resulting from the sale of club property as provided in Sec. 4 above, shall be disbursed in accordance with the following: (a) Each regular member at the time of dissolution will be assigned on (1) credit unit for each month of active participation in club activity as evidenced by payment of club dues. (b) The total amount of funds available for distribution, after payment of all outstanding obligations, shall be divided by the total number of credit units assigned, to establish the value of one (1) credit unit. Each regular member will be paid an amount equal to the value per credit unit multiplied by his number of credit units.

ARTICLE X—HOUSE RULES

SEC.1. Suitable house rules and regulations shall be adopted and published by the B.O.D. from time to time, as conditions determine.

SEC. 2. Consistent violations of such rules and regulations shall be deemed sufficient for expulsion in accordance with Article VI, Section 10 of the by-laws.

ARTICLE XI—DISSOLUTION

SEC. 1. Dissolution of the club, at any time shall be made only upon affirmative vote of three-fourths (3/4) of the regular membership.

SEC. 2. Any proposed dissolution must be submitted to the eligible regular members in writing on (1) month in advance of the meeting at which the dissolution is to be voted on.

ARTICLE XII—AMENDMENTS

SEC. 1. This constitution may be amended, revised, added to, or repealed by an affirmative vote of three-fourths (3/4) majority of the eligible members in attendance at any meeting, or at any special meeting, provided written notice of such meetings contains notice of such proposed change. Thirty two (32) days advanced notice is required.

SEC. 2. The Secretary shall maintain copies of the Constitution and By-laws with amendments and revisions, at all times and shall be responsible for publication of the By-laws with all the amendments, revisions, or other changes, adequately noted with the date of such change.

SEC. 3. The By-laws of this Constitution may be amended, revised, added to, or repealed by an affirmative vote by three-fourths (3/4) majority of the eligible regular members in attendance at any monthly business meeting.