Bylaws of the
The name of this organization shall be the “North Georgia LEGO® Train Club”, which may be abbreviated to “NGLTC”, as needed. This organization may be referred to as the Club throughout the rest of this document. The Club shall use the Internet domain NGLTC.org for identity purposes, and has a website at the URL of http://www.NGLTC.org.
The purpose of NGLTC, including the vision and mission. The club is non-profit and charitable.
The mission of NGLTC shall be as follows:
NGLTC is organized as a non-profit.
The property of NGLTC, if any, is irrevocably dedicated to charitable purposes and no part of the net income or assets of the club shall inure to the benefit of private persons.
Who is eligible for membership? The privileges and duties of membership. The process for becoming a member, and for removing a member.
Where these bylaws refer to “Member”
without specifying the class, all classes of member are meant.
Membership records shall be processed and
maintained by the Membership Chair. (This is an appointed office, see Article 6. Appointed Officers and Standing Committees for more
information) The Membership Chair shall maintain a Roll of all Individual
Members and Associate Members in good standing.
Individuals will become eligible for Individual Membership on fulfillment of the following conditions:
There is no geographic or residency requirement and we welcome members from anywhere.
Individual Members retain eligibility as follows:
Associate Membership is targeted at those adult hobbyists who wish to be involved with the club but are not able to participate as frequently as an Individual member.
To be eligible for Associate Membership, individuals must meet all the requirements for Individual membership noted in 0 with the following modifications and additions:
1. Must attend at least one show or event during a 24-month period.
2. Will not eligible to vote on club matters.
3. Loss of eligibility must be corrected within 90 days or may be grounds for membership termination.
At the time of ratification of these bylaws all current Individual and Associate Members shall be deemed to have satisfied the initial eligibility requirements, but are nevertheless subject to the eligibility retention requirements.
Any Individual or Associate Member in good standing may apply for voluntary termination at any time by a written or emailed notice to the Club email list. The Club shall deem such notice accepted on evidence of return of all club property and satisfaction of all obligations and shall strike the Member from the roll of the Club.
Voluntary Termination does not preclude rejoining the club but the initial eligibility requirements will have to be resatisfied subsequent to the date of voluntary termination.
Any Individual or Associate Member who is not in good standing (as defined under the retention of eligibility sections above Subsection 3.01(b)) shall be held to be Ineligible, and may be involuntarily terminated.
At the discretion of the Club members, the member may be given a final chance to rectify the ineligibility issue.
The Club shall give notice to the Member via email to the address of record of the Member, which shall be deemed sufficient notice.
Termination does not release the member from obligations to the club such as, but not limited to, financial obligations or return of club property.
Involuntary Termination may bar the individual from ever rejoining the Club.
Who is eligible to vote, Vote types, Quorum, communicating with the Membership
From time to time it may be necessary to ask the membership to vote on propositions, questions, bylaws amendments, or in officer elections.
All those who are Individual Members at the time a vote is to be held are eligible to vote. If the vote is held at a meeting, the member must be present to vote, or a proxy outlining the question, the intended vote. All proxies must address a specific question or questions. The decision of whether to admit a proxy is final. Proxies may not be used in Recall Elections.
The Club may use physical votes (secret paper ballots, a show of hands or voice vote) at meetings to decide questions, or electronic votes can be used to decide questions. Unless specified by a provision of these bylaws to be specifically one mechanism or another.
Members are expected to subscribe to the electronic means of communication (or “Discussion Group”) that the Clubs selects. Notices to the membership shall be deemed to have been delivered when they have been accepted and are visible on such electronic communication mechanism or discussion group.
Changes in the mechanism, except for extraordinary reasons, shall not be made so as to potentially disenfranchise anyone and shall be done with at least 2 months notice so as to allow all Members to transition without issue to the new medium.
Members should keep all communications on said discussion group confidential unless otherwise advised.
Members are responsible for ensuring that the email that is on record for them is a good and valid email capable of receiving and transmitting messages in a timely manner. The Club cannot be responsible for failures in delivery although every effort shall be made to ensure delivery.
Unless otherwise specified, notice to individual members can be given by either email or physical mail. Notice is deemed given when it is submitted for electronic transmission or given to the US Postal Service for delivery.
The officers of NGLTC shall be a President, Vice-president, and Secretary, each of whom shall be separately and individually elected by the membership.
The term of office of all officers shall run together and
shall be approximately one year. There shall be no restriction on the number
of consecutive or total terms of office that a Member may hold.
The 3 elected officers collectively comprise the Executive Committee. Where these bylaws use the phrasing “the Executive Committee shall determine” or similar, it means by majority decision (2 of the 3 officers assenting unless there is a vacancy) of the membership of the Executive Committee.
The Officers of NGLTC, President, Vice President, and Secretary, shall be democratically elected from among the members annually. Non-members are not eligible for office.
Each officer shall hold office until his or her successor has been duly elected and qualified or until his or her death, resignation, or removal in the manner hereinafter provided. The entire process shall be carried out by the current Executive Committee, which shall hold office until the last officer has been elected and qualified.
Nominations for the 3 offices of President, Vice President, and Secretary shall open no less than 2 months prior to the scheduled election of officers. Nominations may be submitted to any member of the Executive Committee or made public on the electronic communication mechanism then in use by the club. A nomination shall consist of a name of the member, the office being nominated for, and the affirmation of at least two members. Optionally a supporting statement may be included.
Nominations for President shall be deemed closed just prior to the commencement of the election process for President. Nominations for each other office shall also be deemed closed just prior to the commencement of the election for that office.
The officers of NGLTC shall be elected annually at the first meeting of the members. If the election is not held at such meeting, such election shall be held as soon as possible thereafter as is convenient, or shall be held electronically, as the Executive Committee shall direct.
The elections for each office shall be held sequentially in the order of President, Vice President and Secretary, commencing with the election for President. If there is but one nominee for any office, that nominee shall be deemed elected by acclamation. Otherwise a ballot shall be conducted. The ballot shall be secret. The Executive Committee shall determine details of the balloting process (whether paper or electronic, shape and nature of ballots, counting process and so forth).
All Individual Members (but not Associate Members) in good standing as of the commencement of the election shall be eligible to vote. A quorum must be present or else the election shall be postponed.
Officers shall be elected by a plurality of the votes cast. In the case of a tie for plurality, a runoff election shall be held among the top two vote getters.
At the conclusion of the final election for Secretary, the three newly elected officers shall be deemed to be qualified and as a group, shall now constitute the new Executive Committee which shall supplant the old one.
This section is not an exhaustive enumeration of the duties of the officers
The President is the primary executive officer of the club and presides at club meetings or if unable to attend, designates someone who will preside in his or her stead.
The President will be the representative of the Club on any occasion when a person is required to act in that capacity.
The Vice
President shall act in the capacity of the President when the President is
temporarily incapacitated, or when the President has requested that the Vice
President so act, and shall succeed the President as outlined in Section
5.06 if such action shall prove necessary.
The Secretary keeps a record (the minutes) of meeting activities and is usually responsible for keeping the club roster and notifying every one of meetings. The secretary may also be responsible for maintaining an inventory of Club property
Any officer may resign by tendering a letter of resignation to the rest of the Executive Committee. The resignation is deemed effective immediately upon receipt.
Any Officer who is convicted of a Felony offense shall be deemed to have tendered a resignation effective as of the date of conviction.
In the event of serious malfeasance or other irregularity, the membership shall have the right to petition for a recall election to remove an officer from office. All petitions shall specify one officer for removal only.
A petition must state the office and person to be removed and must have signatures of more than 25% of the Individual Members in good standing. The petition may be electronic or paper. It should be presented to any member of the Executive Committee not then already subject to a recall election or the subject of the petition itself, or to the Membership Chair if all Executive Committee members are already subject to recall.
The officer subject to recall has the right to ask that the petition be certified as valid. The petition shall be deemed to be certified if all signatures are in order, or, if electronic in nature, if all those alleged to have signed it reply via email in the affirmative when queried. The first such petition submitted shall be the only one considered.
The recall election shall be held within 2 months of the certification and shall be carried out in the same manner as the most recent previous Officer Election. All Individual (but not Associate) Members are eligible to vote. If a majority of the members eligible to vote cast their ballots in favor of recall, the officer is recalled and removed from office. The Officer Succession provisions then apply. If a majority of the members eligible to vote cast their vote against recall, or do not vote at all, the recall petitions fails and the officer remains in office.
If the President cannot fulfill his or her duties, resigns, is removed, or is otherwise unable to fulfill the term the Vice President will be the successor to the President.
If any other Officer cannot fulfill his or her duties, resigns, is removed, or is otherwise unable to fulfill the term then a replacement will be appointed by the Executive Committee (by majority vote) until the next scheduled election is held.
How they are constituted, term of committee members, powers and subordination to the Executive Committee
From time to time the president may see fit to appoint special officers and committee members for various purposes in accordance with the overall Club Purpose as given in Article 2. Purpose.
These officers and committee members shall serve at the pleasure of the President, but their appointment and removal shall be ratified by majority vote of the rest of the Executive Committee.
The duties and responsibilities of each special officer or committee member, unless specifically noted in this Article, are as defined by the President.
The role of Membership Chair is a special role. It is an appointed office as described in Section 6.01. The Membership Chair shall keep the official Roll of Individual Members and Associate Members, and make it available to Club members and officers in accordance with the performance of their duties.
The Membership Chair may have additional duties as directed by the President
Club Funds, no deficit spending, dues, the payment thereof, and club property. No mandatory budget.
Club funds shall from time to time, be expended as the Executive Committee directs, in support of one or more of the purposes of the club.
The club shall operate on a cash basis for accounting purposes and shall not expend funds if the club does not already hold the funds.
In accordance with the Purpose of the Club, the club may acquire and dispose of property as necessary to support operations.
The Secretary of the Club shall maintain an inventory of all Club property. This inventory shall describe the property, record the acquisition date and cost, and shall also record any loss or damage, and any disposition of the property. If the property is donated, the identity of the donor shall be recorded as well.
Separate from the master inventory, it shall be recorded where the property is currently located. It shall be the duty of the Secretary to ensure that this is updated as necessary.
The process of Dissolution of the club. What happens to club assets.
The Club may be dissolved by resolution. Such Resolution shall be presented by the Executive Committee to the general membership and shall require an affirmative vote of 2/3 of the membership if done at a meeting or ¾ if done electronically. Other voting procedures are as outlined in Article 4. Voting and communication. The resolution shall outline the date for termination and the charity to which the remaining assets, if any shall be directed.
Should the membership of the club ever fall to 3 or less, the Executive Committee can pass a resolution to dissolve the club. The resolution shall outline the date for termination and the charity to which the remaining assets, if any shall be directed.
Upon the dissolution or winding up of the Club, its assets remaining after payment, or provision for payment, of all debts and liabilities of this Club, shall be distributed to a nonprofit fund, foundation, or corporation which is organized and operated for charitable purposes.