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NMRA Constitution
ARTICLE I - NAME AND PURPOSE
Section 1. The National Model Railroad Association was organized at Milwaukee, Wisconsin, September 1, 1935, and incorporated as a non-profit organization under the Laws of the State of Ohio, May 17, 1947. Recorded in Volume 527, Page 246, of the Records of Incorporation at Columbus, Franklin County, Ohio, Certificate #201998. The full legal name of the organization is the National Model Railroad Association, Inc., in the shortened version the organization is also known as the NMRA.
Section 2. The purposes of the National Model Railroad Association, Inc., as set forth in the Articles of Incorporation are, in part, to promote, stimulate, foster and encourage by all manner and means the art and craft of model railroading and the preservation of the history, science and technology thereof, and this corporation is organized for charitable, educational, literary and scientific purposes consistent therewith included for such purposes. These purposes include, but are not limited to:
A. To assemble, define, set up, investigate and publish Model Railroad Standards for better interchange and operation of model railroad equipment and to develop the technology of model railroading through scientific processes.
B. To promote closer understanding and cooperation among model railroad manufacturers, distributors, dealers, publishers, consumers, and the general public.
C. To develop the technical skills of persons engaged in the art and craft of model railroading and promote fellowship among model railroaders.
D. To educate persons engaged in model railroading methods of building and operating model railroad equipment and prototype practices.
E. To advance the hobby of model railroading wherever and whenever possible by publications, meetings and all things necessary or incidental to the foregoing purposes.
ARTICLE II - MEMBERSHIP
Section 1. Any person interested in model railroading may become a member upon application to the Headquarters Office and payment of dues in the sum as specified in the bylaws.
Section 2. As recognition for meritorious service to the National Model Railroad Association, any person may be elected as an Honorary Life Member by vote of a majority of the Board of Trustees and shall not be required to pay any additional dues.
Section 3. The member shall be issued a membership card and shall be listed in all rosters, and have rights and privileges as determined by the Board of Trustees or as defined in the bylaws and policies of the National Model Railroad Association.
ARTICLE III - OFFICERS AND TRUSTEES
Section 1. The officers of NMRA shall consist of a President, an Executive Vice President, a Secretary and a Treasurer.
A. The President and Executive Vice President shall be determined by popular election of the NMRA members.
B. The Secretary and Treasurer shall be appointed by the President and approved by a two-thirds majority of the Board of Trustees. The Secretary or Treasurer may be removed by a two-thirds vote of the Board of Trustees.
Section 2. The term of office for the President and Executive Vice President shall begin on the day of the Annual Business Meeting following their election and continue for a duration of two years until the day of the Annual Business Meeting following the election of their successors. The bylaws shall set forth their duties.
Section 3. The general management of the day to day operations of the NMRA shall be vested in an Executive Director whose duties shall be set forth in the bylaws and whose actions shall be under the direction of, and subject to review by, the Board of Trustees.
Section 4. The Board of Trustees of the NMRA shall consist of an elected representative of each region as established under Article VII and the President of NMRA (Canada). The NMRA President shall also be the Chairman of the Board of Trustees.
4A. The President of NMRA (Canada) shall have all the rights, privileges, and duties of a Region Trustee, except the right to vote at Board of Trustees meetings.
Section 5. A majority of all qualified Trustees shall constitute a quorum. Any Trustee representing a Region may appoint an executive officer of that region, and if such officer be not available, then one of the other duly elected officers from that region, by written proxy to act in his or her behalf. As the only exception, a Trustee from an overseas Region may appoint a duly elected officer of the NMRA by written proxy to act in his behalf. Such proxy shall be counted in all voting and in determining the presence of a quorum. At no time shall said duly elected officer proxy more than one Region.
Section 6. In the event of a vacancy in the office of Executive Vice President, the Board of Trustees shall appoint a successor who shall hold office for the balance of the term of the person replaced. The Executive Vice President shall assume the office of the President during the absence of the latter, or at his or her written request, or in the event of his or her death, resignation or incapacitation. In the event of a vacancy in the office of a Region Trustee, the NMRA President shall appoint a replacement upon recommendation from the Region governing body.
Section 7. Should an elected Officer be suspected of misuse, misconduct, detrimental performance, or malfeasance in office, the officer can be removed by the following procedures:
A. A written petition against the officer signed by a majority of the Board of Trustees must be submitted to all members of the Board of Trustees and the officer will be immediately suspended.
B. Within sixty days, the Board of Trustees shall meet to hear from the accused and the accusers.
C. If the Board of Trustees feel the charges are sustained, a three-fourths majority in favor of a motion to remove him or her from office will effect the action. If not, the officer shall be reinstated.
ARTICLE IV - MEETINGS
Section 1. There shall be one annual convention and business meeting of the members, held concurrently. They will be held at, and within the period specified in the bylaws.
Section 2. The purpose of the annual business meeting shall be as follows:
A. To receive reports from officers and committee chairmen.
B. To install the elected officers for the following term. The installation shall be the first order of new business.
C. To discuss Standards.
D. To discuss other matters pertaining to NMRA.
Section 3. The Board of Trustees shall meet at the time of the annual convention and there will be a mid-year Board of Trustees meeting to be held in the first quarter of the following year, and such meetings may be canceled by written majority vote of the Board of Trustees. Special meetings may be called from time to time by the Chairman upon at least four weeks' notice to all members of the Board of Trustees or upon written notice signed by a majority of the Board.
Section 4. Parliamentary law as set forth in Robert's "Rules of Order" shall govern all meetings of the NMRA.
ARTICLE V - VOTING
Section 1. Only members in good standing (current dues paid) shall be entitled to vote.
Section 2. Election of President and Executive Vice President, all matters involving amendments to the Constitution, and changes in the NMRA Standards shall be submitted to the general membership for a direct vote.
Section 3. Nominations of candidates for office, preparation of proposed changes in or additions to NMRA Standards, and the means and methods of handling votes by mail ballot shall be as set forth in the bylaws.
Section 4. The right to write-in names not otherwise on the ballot shall be preserved.
Section 5. A two-thirds majority of the votes cast on a question shall be necessary to amend this Constitution or to change or adopt new NMRA Standards, provided, however, that the adoption of the Standards shall be voted on only by those persons who model in the scale or scales affected thereby.
Section 6. In the election of Officers, the candidate receiving the largest number of votes for any given office shall be declared the winner. In the case of a tie, a majority of the incumbent Board of Trustees shall have the right to cast the deciding vote.
Section 7. Only members residing within the geographical limits of each Region of the NMRA, as defined in the NMRA bylaws, shall vote for the office of Trustee that area. Those NMRA members residing in Canada shall also vote for the President of NMRA (Canada).
Section 8. On all matters to be voted upon, whether in person or by mail, a simple majority of the votes cast will suffice the question, unless otherwise noted specifically in this article.
ARTICLE VI - NOMINATIONS
Section 1. The nominations for President and Executive Vice President of the NMRA made by the Nominating Committee shall be filed with the Secretary, with a copy to each of the other National Officers and each Trustee in sufficient time to prepare and issue the annual Ballot. Notice of the nominations shall also be published in the NMRA Bulletin. Unintentional failure to deliver a copy of the Nominating Committee report to a National NMRA Officer, other than the Secretary, shall not invalidate the nominating procedure.
Section 2. Any group of sixty members, no more than thirty members from any one Region, may petition the NMRA to nominate an additional candidate for President or Executive Vice President. Such nominating petitions shall be submitted to the Secretary in accordance with the bylaws and shall be accompanied by a summary of qualifications of the candidate not to exceed two hundred words. The name of any such candidate so submitted and the summary shall be printed on the ballot.
ARTICLE VII - REGIONAL ORGANIZATIONS
Section 1. Regional organizations of the NMRA may be established in a manner consistent with this Constitution and by means set forth below:
A. Upon petition of fifty or more regularly enrolled members of the NMRA, all of whom are from any logical geographic area, the right to organize an NMRA region may be granted. The petition shall be directed to the Board of Trustees and addressed to the Secretary. It shall designate one of the signers thereof as temporary chair in charge of the organizational activities.
B. If the petition is approved by the Board of Trustees, the person designated as temporary chair shall be notified of such approval. A list of all NMRA members in this region shall be forwarded to the chair, who shall set the date for the organizational meeting and shall send notices to each of the national members in this region at least thirty days prior to the date of the meeting.
Section 2. Nothing herein shall prevent an individual from becoming a member of the NMRA without joining the regional organization wherein the individual lives.
Section 3. The Board of Trustees of the NMRA shall have final authority in all matters relating to regional organization, including any amendments of boundaries or additions to, or consolidations of any regions set up under this article.
Section 4. Region Trustees shall be determined by popular election of NMRA members residing within the Region. The bylaws shall establish for the Regional Trustees a uniform biennial election procedure, start and term of office, and a plan to initiate and carry out election of the Trustees in even-numbered years and the rest in odd-numbered years.
ARTICLE VIII - PERSONNEL
Section 1. The Board of Trustees shall employ an Executive Director. The Executive Director shall employ or contract for such personnel as shall be required to perform the routine duties of the NMRA, with the exception of the Bulletin Editor.
Section 2. Duties and compensation shall be determined as set forth in the bylaws.
ARTICLE IX - BYLAWS
Section 1. The bylaws shall be established and adopted by the corporation for its own government and that of the members, Trustees and Officers.
Section 2. Bylaws of the NMRA may be adopted or amended by a two-thirds vote of the Trustees or their official proxies in attendance at a regular meeting of the Board of Trustees. Where special meetings of the Board are called for the purpose of amending these bylaws, the written notice of such meetings shall contain detailed information regarding all such amendments as shall be considered and acted upon, and no others shall be adopted at said meeting unless included in the announcement thereof.
ARTICLE X - INITIATIVE AND REFERENDUM
Section 1. The membership shall have the right to have any action taken by the Board of Trustees placed upon the ballot at the next following election by petition as provided in the bylaws.
Section 2. The membership shall have the right to have any proposition submitted to the membership for a vote at any election by petition as provided for in the bylaws.
Section 3. A two-thirds majority of the votes received on actions or propositions mentioned in Section 1, or Section 2 hereof, shall adopt such action or proposition.
ARTICLE XI - DISSOLUTION
Section 1. Upon the dissolution of the corporation, the Board of Trustees shall, after paying or making provision for the payment of all of the liabilities of the corporation, dispose of all of the assets of the corporation exclusively for the purposes of the corporation in such manner or to such organization or organizations organized and operated exclusively for charitable, educational, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Trustees shall determine.
Rev. 8/94
Last updated: August 9, 2001.