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NMRA Regulations

REGULATIONS OF
THE NATIONAL MODEL RAILROAD ASSOCIATION
As adopted by membership vote, July, 2004,
and modified and approved by the BOT
at their meeting in January, 2008

Index of Articles
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ARTICLE I - NAME AND PURPOSE ARTICLE II - AUTHORITY AND PURPOSE
ARTICLE III - OFFICERS AND DIRECTORS ARTICLE IV - MEMBERSHIP AND DUES
ARTICLE V - PERSONNEL/HEADQUARTERS ARTICLE VI - DEPARTMENTS
ARTICLE VII - COMMITTEES ARTICLE VIII - REGIONAL/DIVISIONAL ORGANIZATION
ARTICLE IX - MEETINGS ARTICLE X - NOMINATIONS, BALLOTS AND VOTING
ARTICLE XI - AMENDMENTS ARTICLE XII - INITIATIVE AND REFERENDUM
ARTICLE XIII - NATIONAL MODEL RAILROAD ASSOCIATION (CANADA) ARTICLE XIV - EXECUTIVE HANDBOOK
ARTICLE XV - DISSOLUTION  

ARTICLE I - NAME AND PURPOSE

  1. The National Model Railroad Association, Inc. (hereinafter Association or NMRA) 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. The full legal name of the organization is the National Model Railroad Association, Inc., and in the shortened version the organization is also known as the NMRA.
  2. The purposes of the National Model Railroad Association are, in part, to promote, stimulate, foster, and encourage by all manner and means the art and craft of model railroading; to preserve the history, science, and technology thereof; and to advance the global model railroading community through education, development of standards and recommended practices, advocacy, and social interaction. The corporation is organized for charitable, educational, literary, and scientific purposes consistent therewith included for such purposes. These purposes include, but are not limited to:
    1. To assemble, define, set up, investigate, publish, and encourage the use of Model Railroad Standards for better interchange and operation of model railroad equipment and to develop the technology of model railroading through scientific processes.
    2. To promote closer understanding and cooperation model railroad manufacturers, distributors, dealers, publishers, consumers, and the general public.
    3. To develop the technical skills of persons engaged in the art and craft of model railroading and to promote fellowship among model railroaders.
    4. To educate persons engaged in model railroading methods of building and operating model railroad equipment and prototype practices.
    5. To advance the hobby of model railroading wherever and whenever possible by publications, meetings, communications, and all things necessary or incidental to the foregoing purposes.
  3. The principal office shall be in the City of Chattanooga, Tennessee, or at such location as directed by the Board of Directors. In accordance with Article II herein, the Association shall maintain an agent for purposes of service within the State of Ohio to the extent required by the laws of Ohio. The Association may also have offices at such other places as the Board of Directors from time to time selects, or as the business of the Association may require.

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ARTICLE II - AUTHORITY AND PURPOSE

  1. The authority for the within Regulations is established by the corporation for its own governance and that of its members, directors and officers.
  2. The purposes of the Regulations include:
    1. To set down rules which are to be followed in regulating the general affairs of the corporation.
    2. To advise the rights, duties and powers of the membership and officers in relation to the corporation and among themselves.
    3. To make legal provision for a ballot on any matter which in the judgment of the membership may be necessary and proper.
    4. Such other and further purposes as may be defined herein and as are recognized by law.
  3. These Regulations may be amended consistent with the provisions of the laws of the State of Ohio, and in accordance with the provisions set forth in Article XI infra.

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ARTICLE III - OFFICERS AND DIRECTORS

  1. The officers of NMRA shall consist of a President, a Vice President, a Secretary and a Treasurer
    1. The President and Vice President shall be determined by popular election by the NMRA members.
    2. The Secretary and Treasurer shall be appointed by the President and approved by a two-thirds majority of the Board. The Secretary or Treasurer may be removed by a two-thirds vote of the Board.
  2. The term of office for the President and Vice President shall begin on the day of the Annual Business Meeting following their election and continue for a duration of three years until the day of the Annual Business Meeting following the election of their successors. The Regulations shall set forth their duties.
  3. The NMRA President shall perform the usual duties of such officer and be the official spokesperson and representative of the NMRA. The President shall preside at the Annual Business Meeting and at meetings of the Board of Directors. In the event of a tie vote of the Board of Directors, the President shall cast the deciding vote.
  4. The Vice President shall aid and assist the President in any way possible and shall have oversight responsibility for the day to day operations of the NMRA.
  5. The duties of the NMRA Secretary shall be as follows:
    1. To keep minutes of the Board of Directors, the Annual Business Meeting and any other meeting of the NMRA members as a whole.
    2. To sign, countersign or attest all official papers and perform the usual duties of a secretary.
    3. To issue and maintain records of Conformance Warrants.
    4. To a member of the Policy Committee.
    5. The Board of Directors, by a two-thirds majority, shall approve of the appointment of an Assistant to the Secretary.
  6. The NMRA Treasurer shall be bonded by a regular established bonding company satisfactory to the Board and for such amount as the Board may determine. The expense of such bond shall be borne by the NMRA. All disbursements of the NMRA funds shall be made by the Treasurer or an authorized assistant. The duties of the NMRA Treasurer shall be as follows:
    1. To keep a record of all funds received and funds paid out by the NMRA.
    2. To balance the books and prepare a written financial report prior to the opening date of the Annual Convention, at the end of each fiscal year, and at such other times as the Board may request.
    3. To prepare financial reports so arranged as to show separately the transactions of each fiscal year. The fiscal year shall run from January 1 to December 31.
    4. To Chair the Budget Committee and be a member of the Finance Committee.
    5. To have financial records audited by a Certified Public Accountant at the close of each appointed term, the cost of such audit to be paid for by the NMRA. The Auditor's report and all written financial statements shall be sent to the Administration Department for permanent filing with copies sent to the Board of Directors and Finance Committee Chair.
    6. To set up such depository bank accounts as required for the convenience of those persons who receive the NMRA funds. All such funds shall be immediately deposited upon receipt and a duplicate deposit slip and detailed explanation of entries thereon sent to the treasurer. These depository bank accounts shall not be subject to withdrawals by the same person making the deposit.
    7. To make disbursements by checks drawn on one of the depository or other bank accounts upon receipt of an invoice. Except for disbursements of funds with respect to the Meetings and Trade Show Department, the President or Vice President shall countersign any disbursements in excess of $20,000. All invoices must be approved by the person responsible for the expenditure, and must be accompanied by a detailed analysis, or prescribed form, of the invoice as required by the Treasurer's Accounting Plan. Persons authorized to make miscellaneous expenditures out of personal funds may be reimbursed in a similar manner. Bank account statements shall be received and reconciled by a person not authorized to draw checks on the account.
    8. The Board of Directors, by a two-thirds majority, shall approve of the appointment of an Assistant to the Treasurer. The Board, by a two-thirds majority, shall appoint such additional Assistants to the Treasurer, as they may deem necessary.
  7. The Secretary and Treasurer and their assistants shall be appointed for three year terms concurrent with the terms of office of the President and Vice President. Office holders must be NMRA members in good standing and continue as members in good standing throughout their term of office. Those holding Family Memberships shall not be appointed.
  8. No officer shall serve simultaneously as a member of the Board of Directors.
  9. The President, Vice President, Secretary, and Treasurer shall constitute the Executive Committee which shall be the operating body of the NMRA between the meetings of the Board of Directors. The Legal Committee Chair shall be a non-voting member of the Executive Committee.
  10. The general management of the day-to-day operations of the NMRA may be vested in an Executive Director whose duties shall be set forth in the Executive Handbook and whose actions shall be under the general direction of, and subject to review by, the Board of Directors. The Executive Director reports and accounts for the day-to-day operations of the NMRA to the Vice President. If there is no Executive Director, the President shall designate the person who is in charge of the day-to-day operations of the NMRA. If appointed, the Executive Director shall be a proven professional hired by the Board of Directors upon recommendation of the President and Search Committee.
  11. The Board of Directors of the NMRA shall consist of nine members as set forth infra in the following paragraphs. The NMRA President shall act as the Chairman of the Board of Directors.
  12. Five of the positions on the Board of Directors shall be district-elected positions, which districts are defined as follows:
    1. The Eastern District is defined as the states of Florida, Georgia, South Carolina, North Carolina, Virginia, West Virginia, Maryland, Delaware, Pennsylvania, New Jersey, New York, Connecticut, Rhode Island, Massachusetts, Vermont, New Hampshire, and Maine; and the District of Columbia.
    2. The Western District is defined as the states of Alaska, Hawaii, Washington, Oregon, California, Idaho, Nevada, Montana, Utah, Arizona, New Mexico, Colorado, Wyoming, North Dakota, South Dakota, Nebraska, Kansas, Oklahoma, Louisiana, Arkansas, Missouri, and Texas.
    3. The Central District is defined as the states of Minnesota, Iowa, Mississippi, Alabama, Tennessee, Kentucky, Illinois, Wisconsin, Michigan, Indiana, and Ohio; and the nation of Canada.
    4. The Atlantic District includes Europe, Mexico, Central and South America, the Caribbean, and Africa.
    5. The Pacific District includes Asia, Australia, New Zealand, and the Middle East.
  13. The Board of Directors may adjust said districts based upon changes in member populations of the NMRA. The term district is utilized herein as a railroad term of art and to differentiate it from regions, but shall have no other legal meaning.
  14. Each district shall elect one representative to serve on the Board of Directors. Candidates for each district shall be nominated in the manner set forth in this Article and any procedures adopted as policy in the Executive Handbook, and with the qualifications set forth herein.
  15. There shall be a position on the Board of Directors for a representative of the Regional Advisory Council (RAC) as established under the provisions of Article VIII, Paragraph 10 of the Regulations. The Regional Advisory Council shall nominate and select a Director for said position in accordance with the procedures in Article X and any further direction by the Board as set forth in the Executive Handbook.
  16. There shall be two at-large positions on the Board. One at-large position shall be voted upon by NMRA members worldwide. The second at-large position shall be voted upon by NMRA members only within the fifty United States and provinces of Canada.
  17. NMRA Canada shall have a voting position on the Board of Directors selected in accordance with the existing provisions governing NMRA Canada.
  18. A majority of all qualified Directors shall constitute a quorum of the Board of Directors. A Director is present when he or she appears in person or participates in any manner allowed by law.
  19. The nine Directors shall be elected in the manner and under the procedures provided for in Article X herein.
  20. Directors are responsible for:
    1. Developing policies for the benefit of all NMRA members.
    2. Maintaining liaison between the regions and the NMRA through the use of the Regional Advisory Council, defined herein.
    3. Keeping the NMRA informed of region issues and desires.
    4. Transmitting to the NMRA such recommendations as are made by region members.
    5. Performing such duties as required under the laws of the State of Ohio and as fiduciarily required under the Internal Revenue Code for a non-profit corporation under Section 501(c)(3) of said code.
  21. The term of office of a Director shall be for three years.
    1. Directors cannot be elected to more than two consecutive terms.
    2. Nothing prohibits Directors from running for an additional two terms after leaving office for at least one term.
    3. The terms of office shall be staggered so that the terms of three Directors expire each year.
    4. The term limits shall apply at the beginning of a Director's first elected three-year term.
    5. The above term limits do not apply to the Atlantic or Pacific District Directors.
    6. The terms of office for a Director shall begin on that date set forth in the Executive Handbook, and continue for a duration of three (3) years until that time set forth in the Executive Handbook.
  22. The office of a Director shall become vacant upon:
    1. Receipt of written resignation or evidence of death of the Director by the President of the NMRA; or
    2. Declaration of vacancy by two-thirds vote of the remaining Directors after presentation of evidence and finding that a Director:
      1. Is unable or unwilling to serve.
      2. Has violated the Code of Ethics Policy.
      3. Has brought disrepute on the organization by actions in his or her official capacity.
      4. Has materially breached his or her duties as Director.
      Upon such declaration of such vacancy, pursuant to subparagraphs 2, 3, and 4, such Director shall be ineligible for any office in the NMRA.
    3. In the event of a vacancy in the office of Director, the NMRA President shall appoint a replacement upon recommendation from the Chairman of the appropriate Nominating Committee.
      1. The successor shall serve for the remainder of the term of the former Director.
      2. None of this time period served shall be included or counted towards the limits in Section 21 of these Regulations.
  23. Should an elected officer be suspected of misuse of office, misconduct, detrimental performance or malfeasance in office, the officer can be removed by the following procedures:
    1. A written petition against the officer signed by a majority of the Board of Directors, must be submitted to all members of the Board. Upon receipt by the Board and the officers, the officer will be immediately suspended.
    2. Within sixty (60) days thereafter, the Board shall meet to hear from the accused and the accusers.
    3. If the Board feels that the charges are sustained, a three-fourths majority in favor of a motion to remove the officer from office will effect the action. If not, the officer shall be reinstated.
  24. In the event of a vacancy in the office of Vice President, the Board of Directors shall appoint a successor who shall hold office for the balance of the term of the person replaced. The 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 the offices of both the NMRA President and Vice President should be vacated by death, resignation, or incapacitation, the NMRA Secretary shall contact Directors by phone or other means to announce the vacancies and obtain replacement recommendations. The NMRA Secretary shall then forward these recommendations to the National Nominating Committee Chair. The National Nominating Committee Chair shall then be responsible for contacting those individuals recommended. Upon acceptance by said individuals, the National Nominating Committee Chair shall compile a slate of candidates for each of the offices. The NMRA Secretary shall then transmit ballots to the Directors, who will return them to the NMRA Secretary for tabulation. Those receiving the most votes will assume office immediately and serve the remaining balance of the terms. This election process should be completed within thirty (30) days.
  25. The Directors and Officers of the NMRA shall not hold incompatible offices.
    1. Directors that represent the Central, Western and Eastern districts of North America or for the at-large positions cannot simultaneously serve as:
      1. A regional president or vice-president
      2. A representative of NMRA Canada.
      3. A national officer or department manager, or
      4. A paid employee or paid contractor of the NMRA.
    2. Regional Advisory Council Director cannot simultaneously be:
      1. A representative of NMRA Canada,
      2. A national officer,
      3. A department manager, or
      4. A paid employee or paid contractor of the NMRA.
    3. Atlantic and Pacific Director cannot be:
      1. An employee or contractor of the NMRA,
      2. A national officer or manager, or
      3. A paid employee or paid contractor of the NMRA.
  26. No person can be qualified to run for more than one Director position simultaneously. Nothing however prevents a nominating committee from proposing a member who is in the process of obtaining nomination by petition as one of their candidate choices, provided that such nomination shall not interfere with the right of petition.
  27. If a Director cannot attend a Board of Directors meeting, he may appoint a proxy to represent the NMRA at that meeting only.
    1. The proxy must be an NMRA member of the district.
    2. Overseas Directors may appoint an elected officer of the NMRA by written proxy to act in their behalf.
    3. All proxies shall be a directed vote on agenda items.
    4. Notice of the appointment shall be sent to the NMRA President, with a copy to the Secretary. The appointment shall be provided to the President and Secretary prior to the Call to Order of the meeting.
    5. The Director shall furnish the proxy with a copy of the agenda.
    6. The Director shall acquaint the person appointed by proxy with the agenda of the forthcoming meeting and fully instruct him or her on the issues involved, the manner of voting, and how to discuss each item.
    7. As soon after the meeting as practicable, the proxy shall report back to the Director all actions.
    8. The proxy is entitled to travel reimbursement in place of the Director unless the proxy is claiming reimbursement due to attendance in another capacity.
  28. Upon certification by the Secretary that an election is complete:
    1. The officer-elect or director-elect will be provided with a written summary of the fiduciary responsibilities of someone in such a position.
    2. The officer-elect or director-elect will sign and return to the Secretary a confidentiality agreement. This agreement will signify an understanding of, and bind the officer-elect or director-elect to, said fiduciary responsibilities.
    3. Upon receipt of the signed agreement, the Secretary will arrange for the officer-elect or director-elect to be included in the normal channels of communication of officers and directors. The officer-elect or director-elect will be free to take part in any discussions of the Board of Directors, but will not have the authority to take any action reserved to sitting members.

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ARTICLE IV - MEMBERSHIP AND DUES

  1. All dues submitted to the Headquarters Office shall be paid in US dollars in accordance with the schedule of dues adopted by the Board of Directors for each category of membership and published in the Executive Handbook. There shall be the following classes of membership for which the following rights and obligations apply:
    1. Regular Member:Any person interested in model railroading may become a member upon application to the Administration Department and payment of a sum as set forth in the Executive Handbook. This includes full rights of membership plus basic communication (NMRA Bulletin).
    2. Sustaining Member:Any person, association, corporation, or other business organization interested in model railroading may become a Sustaining Member upon application to the Administration Department and payment of the appropriate dues as set forth in the Executive Handbook. This class of membership includes full rights of membership. This class has no publication benefits.
    3. Family Member:The spouse or minor child of any member in good standing may become a Family Member upon application to the Administration Department and payment of the appropriate dues as set forth in the Executive Handbook. This class has no publication benefits.
    4. Student Member:Any person 18 years of age and under, and interested in model railroading, may become a Student Member upon application to the Administration Department and payment of the appropriate dues as set forth in the Executive Handbook. Additionally, any person between the ages of 19 and 25, possessing a current valid student ID from an accredited institution, may also apply for Student Membership. This class will include a subscription to Scale Rails and the NMRA Bulletin.
    5. Life Member:The classification of Life Member shall be categorized into the follow sub-classifications:
      1. Honorary Life Member. As recognition for meritorious service to the National Model Railroad Association, any person or organization may be elected as an Honorary Life Member by vote of a majority of the Board of Directors and shall not be required to pay any additional dues. This includes full rights of membership plus a subscription to Scale Rails and the NMRA Bulletin.
      2. Non-Actuarial Life Member. Any member who purchased an NMRA Life Membership prior to the implementation of the actuarial process for pricing the cost of Life Membership shall be a member of this class. This includes full rights of membership plus a subscription to Scale Rails and the NMRA Bulletin.
      3. Actuarial Life Member. Any member who purchased an NMRA Life Membership after the implementation of the actuarial process for pricing the cost of Life Membership shall be a member of this class. This class includes full rights of membership plus a subscription to Scale Rails and the NMRA Bulletin.
    6. Patron Member: Any member, association, corporation, or other business organization interested in model railroading may become a Patron Member upon application to the Administration Department and payment of the appropriate dues as set forth in the Executive Handbook. This class will include a subscription to Scale Rails and the NMRA Bulletin
    7. Corporate Member: Any manufacturer, retailer, wholesaler, or other person engaged in the business of model railroading may become a Corporate Member of the NMRA upon application to the Administration Department and payment of the appropriate dues as set forth in the Executive Handbook. This class will include a subscription to Scale Rails and the NMRA Bulletin.

    Membership in and paying the requisite amount of dues in the class of membership above shall enlist the member, with the exception of the Legacy and Corporate Member, at all levels of the NMRA organizational structure on both the national (or international) and local levels in accordance with Article VIII, this article, and the Executive Handbook.

  2. Membership Rights and Privileges:
    1. All the above membership classes, including Honorary Life Member but excluding Family Member, shall include basic communications from both the national and regional levels, the exact nature and form of national communications is to be set forth in accordance with these Regulations and any policies adopted by the Board of Directors, in the Executive Handbook, provided further that regional communications may vary depending upon the policies and frequencies adopted by each Region.
    2. Each member in the above classes, including Honorary Life member shall have the right to:
      1. Receive a membership card as proof of membership and the class of membership, and be listed in all rosters for their class of membership.
      2. Participate in all NMRA activities, including those administered through a region or division both including and other than the region or division in whose territory the member resides, but subject to the payments of any user fees otherwise imposed upon members of the region in which the activity is occurring, and meeting any other qualifications or conditions established by the region and/or NMRA.
      3. Except for Family Members; and Sustaining, Patron, and Corporate Members other than individuals, the right to vote and run for an elective office in any region or division of which the member is a resident member, subject to any qualifications and conditions established by the NRMA and, if applicable, by the region and/or division.
      4. Participate in and benefit from programs at the nation, regional, and divisional levels. However, certain costs of said programs may vary depending upon location and practicability of delivering the program to individual members. Nothing prevents the Board of Directors and/or the region or division delivering said services or administering the program from charging a reasonable cost for those services where appropriate and where consistent with these Regulations and the Executive Handbook.
      5. Obtain merchandise or premiums offered exclusively to NMRA members or, if offered to the general public, at a discounted cost. Insofar as regions/divisions offer said merchandise or premiums, said merchandise shall be available to NMRA members in that region/division and, if the region/division desires, throughout the NMRA. The level of NMRA offering the premium or merchandise should be responsible for the administration of the program and collection of any monies and accounting as well as delivery of the merchandise or premium.
      6. Participate in contests under the following conditions. At the national level, any NMRA member in good standing shall be able to enter the contest in person or by proxy. The procedures for said national contest shall be set forth in the Executive Handbook. Any cost for participating in the national contest should be borne by the individual member. The Board of Directors, through and with the Education Department, shall set uniform standards for judging NMRA national contests. Regions must also offer judging pursuant to said uniform standards provided that regions can also create non-NMRA judging rules, including but not limited to additional categories of the contest beyond those utilized by national. Upon request, the national contest rules must be applied to contest entries for a legitimate national purpose; if the purpose is to insure compliance with the Achievement Program, AP judging may be substituted by the region at its discretion. As for regional contests, a regional resident member can enter a regional contest by proxy or in person. Out-of-region NMRA members can enter only in person so as to prevent abuse of the contest process by allowing multiple entries in various regions by proxy.
      7. To have access to programs offered externally through NMRA but not administered by NMRA and where offered, said program must be offered to all NMRA members otherwise qualifying for such programs. Nothing herein requires regional programs to conform to this provision.
      8. 8. Be protected by event liability insurance offered by National for qualifying NMRA events.
      9. 9. Have access as a member to the Kalmbach Memorial Library and the Howell Day Model Railroad Museum and such other facilities as may be operated by or in affiliation with the NMRA, which benefit may be fee-based, as further delineated by the Board of Directors.
      10. To be considered for and receive recognition through special awards or special certificates as an earned right, and one not required that regions establish through independent regional recognition.
      11. To petition and seek referendum of issues and decisions in accordance with the procedures and provisions that are set forth in these Regulations as adopted by the Board of Directors.
    3. Each member, except those holding a Family or Corporate membership, shall have the privilege of seeking an elective office and holding elective or appointive office in the NMRA.
  3. Membership, other than the Life Membership categories, shall be on a yearly basis and shall expire on the last day of the month at the end of the term in for which the dues were paid.
  4. Dues
    1. No additional dues shall be required for membership in a region or division for NMRA members who reside in such region or division. For purposes of this article, a member has only one residence.
    2. A region or division may charge additional fees for services, including communications, to NMRA members residing outside the region or division boundaries. Such fees shall be limited to the additional actual costs associated with providing said services beyond the region or division boundaries.
    3. In lieu of dues paid by NMRA members residing within the territory of a region and one of its divisions, if any, each region shall receive from the NMRA an allocation from dues set forth below.
    4. The allocation of dues shall be made pursuant to guidelines approved by the Board.  The Board shall adopt an amount of the total dues for each class of membership representing the share between national and regional levels.  The allocation of dues shall also take into account the number of rebate-qualified resident members within each region.
    5. The region and division shall apply the amount remitted for administration of NMRA mandated programs and activities. Each region shall transfer to each active division from the region's allocation of dues an amount which shall cover divisional administration of NMRA mandated programs and activities, with the allocation being made pursuant to guidelines approved by the Board of Directors.
    6. Any region or division may charge additional user or attendance fees necessary to cover the expenses of region or division programs or activities.
    7. The dues shall be indexed to a national index as specified by the Board of Directors and specifically the United States Consumer Price Index. The allocation and the index utilized by National in setting dues may only be changed in accordance with these Regulations.
    8. The Board of Directors, in accordance with the provisions of Article X, is authorized to change the dues amount charged based upon any change in the index with a single vote of the Board and nothing shall prevent the Board of Directors from approving dues on a cumulative basis — i.e., not on an annual basis — provided that the cumulative adjustment in dues does not exceed the cumulative changes in the index for the same period of time in which the adjustment in dues is sought.
    9. Any adjustment in dues beyond that allowed by the index — i.e., beyond the change in index for the period of time in which the dues were last set — shall require two votes of the Board of Directors. Following the first and initial vote the proposed adjustment shall be publicized in the NMRA Bulletin for comment and shall not be effective until the second vote, taken at the next available meeting of the Board. The Board shall also solicit and receive input from the Regional Advisory Council and the membership concerning said adjustment beyond and above the index.
  5. Region and Division Membership.
    1. Every natural NMRA member, except Family Members, shall be a member of the region, if one exists, and of the division, if one exists, in which territory the member has an address of record, and have voting rights therein.
    2. Each NMRA member may subscribe to region or division publications outside the territory in which the member resides. Out-of-territory subscribers of a region or division shall not be allowed to vote in either region or division elections, and shall not be allowed to run for region or division office.
  6. Regions are authorized to process membership applications and collect dues for the NMRA and in so doing act as an agent for the Board of Directors in the collection and accounting of dues. Regions may authorize divisions to collect membership applications and dues, but said applications and dues shall be remitted to the region for transmission to National. National shall maintain a uniform membership record, which shall be available through secure file access by each regional organization and thereafter shared by regions with division pursuant to procedures and safeguards to be approved by the Board.

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ARTICLE V - PERSONNEL/HEADQUARTERS

  1. The Board of Directors shall employ such personnel as may be needed to administer and oversee the affairs of the Association.
  2. The personnel of the headquarters office under this Article shall have the duties outlined herein and as set forth by the Board of Directors in the Executive Handbook. The specific duties are set forth infra in Article VI, Section 5 or at such other places as may be established by the Board of Directors.

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ARTICLE VI - DEPARTMENTS

  1. The duties of the respective person or persons under this Article shall be as outlined below and as set forth in the Executive Handbook. Participation in these activities is a privilege and not a right, and each volunteer participant serves at the pleasure of each person having direct or indirect supervisory authority over the volunteer.
  2. Each Department shall be under the administration of the Executive Director, if there is one, and otherwise under the direction of the President and shall be headed by a departmental manager.
  3. The President shall appoint all Department Managers, not including the Administration Department Manager and the Kalmbach Memorial Library Director, and the Curator of the Howell Day Memorial Museum. The President shall also appoint chairs of individual committees not under a manager, after consultation with the Vice President. Managers must be NMRA members in good standing and continue as members in good standing throughout their term of office. Those holding Family Memberships shall not be appointed.
  4. Except as otherwise provided herein, Department Managers shall appoint the chairs of the various committees in their department. Individuals must be NMRA members in good standing and continue as members in good standing throughout their term of office. Those holding Family Memberships shall not be appointed.
  5. The Administration Department shall consist of a Manager and other personnel who shall have duties as outlined herein, and as set forth in the Executive Handbook and Article V above, including but not limited to the following:
    1. To keep an up-to-date roster of members and solicit by mail renewals of membership from all members other than Life Members.
    2. To accept and record renewals and new memberships and transmit funds so obtained, together with a report of the source of such funds, to the treasurer, and submit a duplicate report to the president.
    3. To handle all NMRA supplies available to the membership.
    4. To assemble and distribute mail and electronic ballots as set forth elsewhere in the NMRA Regulations.
    5. To keep in permanent form, except for financial records kept by the Treasurer, all of the official records of the NMRA, including, but not limited to, minutes of meetings, annual reports of all committees, financial reports of the Treasurer, official election results, and copies of all NMRA Bulletins, Data Sheets and other publications and mailings made by the NMRA.
    6. To be responsible for the distribution of all materials which go to the entire membership unless otherwise determined by the Board.
    7. To provide by contract for other non-profit organizations whose purpose includes prototype or model railroading the same type of services that are listed in this article. Such contracts shall be subject to approval by the Board and shall be on terms that are financially beneficial to the NMRA.
  6. The Fund Raising Department shall consist of a Manager and of the chairs of such various related committees, as the Manager may deem necessary. The Department shall be responsible to support professional staff development and the coordination and execution of Association fundraising programs.
  7. The Education Department shall consist of a Manager and supervisors of programs whose activities are primarily of an educational nature. These include, but are not limited to:
    1. Youth education that could include the Junior College Program and scout merit badge contact.
    2. National Model Contests
    3. Education Clinics
    4. Achievement Program
    5. Modeling with the Masters
    All positions for National Programs performed at a regional level in the Education Department shall be appointed following the procedures set forth in the Executive Handbook.
  8. The Howell-Day Museum Department shall consist of a Curator and other staff as the Curator may deem necessary for museum operations.
  9. The Information Technology Department shall consist of a manager and additional personnel as determined by the manager. The department is responsible for overseeing the technological operations of the Association and the home office, including both computing and communications technologies.
  10. The Kalmbach Memorial Library Department shall consist of a Library Director and other personnel as deemed necessary for library operations, and shall also be responsible for publication of books and the periodical index and such other duties as established by the Board of Directors.
  11. The Media, Advertising, and Promotion Department shall consist of a Manager and of the chairs of such various related committees, as the Manager may deem necessary. The department is responsible for the promoting the association and the hobby to members and non-members alike.
  12. The Membership Services and Promotion Department shall consist of a Manager and of the chairs of such various related committees as the Director may deem necessary. The department shall be responsible for recruiting and retaining the membership of the association and shall manage programs designed to provide a direct benefit to the members, as well as publish data sheets and perform such other duties as established by the Board of Directors.
  13. The Meetings & Trade Show Department shall consist of a Manager and of the chairs of such various related committees, as the Manager may deem necessary. The department shall be responsible for:
    1. Managing and running the National Convention and National Trade Show, as approved by the Board of Directors.
    2. Establishing a Convention Handbook approved by the Board of Directors containing policy and technical guidance for national conventions.
    3. Arranging with host cities to bid for a convention center and necessary supporting services for the national convention.
    4. Providing necessary technical assistance and guidance to local host groups that are supporting the national convention and trade show.
    5. Accumulating data on costs, attendance and program details on each convention held to provide information for use in planning future conventions.
    6. Making arrangements for national Association meetings.
  14. The Publications Department shall consist of a Publisher and of the chairs of such related committees as the Publisher may deem necessary, including, but not limited to, those responsible for the NMRA Bulletin, Scale Rails, and any additional periodicals authorized by the Board of Directors. The Department shall be responsible for the preparation and publication of all NMRA periodicals and official materials, and shall advise and assist all other departments in regard to printed matter. The Department shall contract for the Editor and Advertising Manager with prior approval from the Board of Directors.
  15. The Standards and Conformance Department shall consist of a Manager and subcommittee members as active in and representing each scale/gauge combination for which the NMRA has written standards or plans to do so. The power and duties of the department shall include:
    1. To continue the work of standardization in the various scales and gauges, including the proposal of and adoption of Standards and Recommended Practices (RP).
    2. To study ways and means of improving existing designs in model railroading,
    3. To develop, propose and where appropriate, patent or copyright, new designs in such equipment,
    4. To perform conformance inspections of model railroad products and, based on the results of such inspections and consultations with the manufacturer or marketer(s) who produced or markets the product, to notify the manager of the Standards and Compliance Department whether conformance warrants should be issued or withdrawn.
    5. To issue, modify, revoke or withdraw conformance warrants under the procedures and conditions as set forth by the Board of Directors in the Executive Handbook.
    6. To develop a program to encourage the use by manufacturers and other members of industry of conformance warrants, and to develop a code of conduct for the use, display, and enforcement of the conformance warrant by the manufacturer or industry representative.  Said program shall be subject tot he policy approval of the Board of Directors and the procedures for said program shall be set forth in the Executive Handbook.  The purpose of the program is not to entangle the NMRA in legal disputes but to create a mechanism by which NMRA standards are encouraged to be used appropriately and properly so as to give model railroad consumers confidence that the products displaying said warrant fully comply with the applicable NMRA standards.
    7. To publicize and communicate with members and non-members as to the performance of model railroad products and equipment in accordance with the standards and conformance warrants issued, including the enlisting of the Model Railroad media in said effort.
    8. To regularly communicate with the Secretary of the Association on any conformance warrants issued, modified, revoked or withdrawn.
  16. The President or his designee, who may be a committee, shall conduct an annual review of the activities of each department. This review shall be conducted after each annual meeting but before the mid-year meeting or the commencement of the work to prepare the next years budget.
    1. This review of each departments past years performance shall include, but not be limited to:
      1. To what degree did the department meet its goals and objectives, on an item-by-item basis, using performance measurements authorized by the President, together with an explanation of why goals and objectives were not met when there is a lack of achievement. Timeliness of performance shall be one of the objectives to be measured.
      2. What are the financial impacts of the activities of each department, including both expenditures and income.
      3. What activities should be added, deleted, expanded, contracted or modified, together with anticipated fiscal and non-fiscal impacts and the bases of such projections. This item is the Presidents prerogative.
    2. All department managers and committee chairs shall cooperate in a timely manner.
    3. A copy of this review shall be provided to the Finance Committee prior to that committees commencement of the budget preparation process, and shall accompany the copy of the annual budget proposal distributed to the Board before the mid-year meeting.
  17. No less frequently than every five years, each department shall undergo an independent analysis of all of its activities to be performed by a committee appointed by the President subject to the approval of the Board.
    1. The President shall recommend a schedule for such analyses, which shall be subject to approval by the Board of Directors. The purpose of this independent analysis is to determine whether the program should be allowed to lapse, or continue.
    2. Its membership shall include at least one Director and at least one non-Board member who has never served in that department. The President may also appoint individuals who are not NMRA members and, with Board approval, employ such individuals and entities as may be beneficial to this analysis.
    3. The committee shall have access to all of that departments portion of the annual reviews since the last analysis, any internal documents used in preparing that departments portion of those annual reviews, and any other relevant NMRA documents.
    4. The report shall address:
      1. Whether the department is meeting its goals and objectives, and why not if it is not meeting the goals and objectives.
      2. Whether each activity is cost-effective regardless of whether the particular activity meets its goals and/or objectives, and provide recommendations regarding reducing the costs of such activities when such is warranted.
      3. Any activity or program not meeting its goals and objectives and shall identify them and either recommend its elimination or state why it should be retained (including any recommended changes that should be made if it is retained).
      4. Any additional sources of revenue that the department might generate, including but not limited to grants, sponsorships by or with other entities, and new revenue-generating activities). It also may recommend the addition, expansion, modification, contraction and deletion of any activity when so accompanied by its rationale for any such recommendation.
    5. The department head and the President shall have the opportunity to add their comments as appendices to the report, but shall not have the power to change the report.
    6. A copy of the report shall be provided to each Director and officer and to the head of the department being analyzed.

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ARTICLE VII - COMMITTEES

  1. The duties of the respective person or persons under this Article shall be as published below, and set forth in the Executive Handbook.
  2. Unless otherwise provided, Board Committees shall consist of a chair appointed by the President and of such members as the chair may deem necessary and appoint.
    1. The Audit Committee Chair and members shall be appointed as set forth above upon advice and consent of the Board of Directors. The Audit Committee shall:
      1. Retain the auditor of the NMRA, who shall be a Certified Public Accountant familiar with auditing non-profit organizations. The Auditor will not provide other financial services to the NMRA. A new auditor will be retained after providing a maximum of five annual audits.
      2. Consult with the auditor and the NMRA Treasurer with regard to the plan of the audit.
      3. Review the fees of the auditor for audit services.
      4. Review the audit report, in consultation with the auditor and as appropriate in consultation with the officers.
      5. Consult with the auditor, as appropriate, out of the presence of the officers with regard to the adequacy of the systems of accounting and internal control of the NMRA.
      6. Serve as a communication liaison between the Directors and the auditor.
      7. Work with the other Board Committees, officers, and the Executive Director and report its activities and recommendations periodically to the Board.
      8. Only Directors of the NMRA are eligible to serve on the Audit Committee. The members of the Audit Committee cannot serve on the Finance or Investment Committees.
      9. The Audit Committee will ensure that the officers and staff of the NMRA adhere to the "whistle blower" and document destruction policies.
      10. The Audit Committee shall complete an annual review of the Disclosure Statements, and update the Code of Ethics when necessary.
    2. The International Committee shall be appointed as set forth in 2 above. The International Committee shall monitor, evaluate, and propose programs to provide better services to international (non-US) members including, but not limited to, programs and issues concerning manufacturers (Standards and RP's), public relations, promotions, conventions, and dues. It shall work with other Board Committees to monitor and assess how their proposals and activities will affect the NMRA internationally. It will also bring before the Board issues of international concern, delineating problems and their solutions. The President of NMRA (Canada) shall chair the committee.
    3. The Operations Committee shall be appointed as set forth in 2 above. The Operations Committee shall review performance evaluations for all positions and recommend necessary changes to the President. It will evaluate the effectiveness and relevance of departments and programs in regards to the NMRA's stated purposes, mission statement, and long range goals. It will work with other Board Committees to monitor and assess how proposals and activities can be coordinated and streamlined for increased efficiency in delivering services to members.
    4. The Policy Committee shall be appointed as set forth in 2 above. The Policy Committee shall analyze new programs, proposals, and motions for conformity with existing NMRA Regulations and Policies, and work with the other Board Committees to develop new policies as needed for Board approval to guide the NMRA toward its stated goals and purposes. It shall also maintain and provide Executive Handbook revisions as well as cooperate with the Operations Committee to ensure program compliance with Board policies. The Secretary may be Chair, but in any case, will be a member of the committee.
    5. The Investment Committee shall be appointed as set forth in 2 above. The Investmemt Committee shall:
      1. Consist of a Director, the Treasurer, and other persons who have special expertise helpful to the committee. The President, subject to confirmation by the Board, shall appoint each member of the committee;
      2. Determine the nature and amount of securities in which the funds of the NMRA shall be invested, within guidelines recommended by the committee and approved by the Board;
      3. Authorize, by a majority vote, the purchase or sale of such securities, in accordance with such determinations;
      4. Keep a contemporaneous written record of transactions involving the investments of the NMRA, and make a written report of such transactions quarterly to the President and the Chairs of the Audit and Finance Committees.
      5. The members of the Investment Committee shall serve without compensation except for budgeted reimbursement of their reasonable expenses. A member shall be appointed for a two-year term, and may be reappointed.
    6. The Finance and Budget Committee shall consist of the Treasurer as Chair, the NMRA President, Vice President, Executive Director, Department Managers, and one representative from the Board of Directors, selected by the Board of Directors. The Board representative shall have at least one year of tenure on the Board of Directors when he or she is selected. It shall be the responsibility of the committee to review budget requests submitted, to develop a proposed budget, and to submit their proposal and recommendation to the Board of Directors for action. The President is responsible for the submission of budget requests for Presidential and Vice Presidential Committees.
    7. The National Nominating Committee shall be appointed as set forth in 2 above. The Finance & Budget Committeeshall consist of a Chair appointed by the President and at least six (6) members appointed by the Chair with the concurrence of the President. At least two members of the committee shall reside in and be drawn from each of the North American Districts (Western, Central and Eastern).
      1. The committee shall submit, investigate and nominate at least two candidates for each position of President, Vice President and for five (5) Directors of the Board, those being the three (3) North American Districts (Western, Central and Eastern) and the two at-large positions. The at-large Director position which is open for nominations from any district shall be subject to nominations from the National Nominating Committee as well as the Atlantic and Pacific District Nominating Committees with input from the Regional Advisory Council.
      2. The Committee shall be appointed and commence its work so as to enable it to render an adequate report to the Secretary.
      3. Qualifications for and procedures to be utilized by the nominating committee shall be set forth in the Executive Handbook and in Article X, infra, regarding Nominations and Voting.
      4. No Chair of a Nominating Committee shall be a national director or national officer.
    8. The NMRA (Canada) Nominating Committee shall consist of a Chair appointed by the President of NMRA (Canada) and at least six members appointed by the Chair with the concurrence of the President of NMRA (Canada) for the purpose of nominating candidates, with the goal of at least two positions, for the NMRA (Canada) Director and for the offices of the President of NMRA (Canada) and Vice President of NMRA (Canada).
    9. The Atlantic and Pacific District nominating committeesshall be appointed as set forth in 2 above. The Atlantic and Pacific District Nominating Committee shall consist of a Chair appointed by the President and at least six members appointed by the Chair with the concurrence of the President, for the purpose of nominating candidates, with the goal of at least two for each position, for their respective Atlantic and Pacific Board of Directors positions. Said committees will also co-nominate with the national nominating committee, candidates for the at large position to be voted on by NMRA members worldwide. Said committee shall forward their reports to the National Nominating Committee, which shall be responsible for submitting said report to the Secretary.
    10. The Convention Committee shall consist of a chair appointed by the President upon advice and counsel of the Board of Directors, and at least four members appointed by the Chair with the concurrence of the President, one of whom shall be a representative of the Meetings & Trade Show Department. The Committee shall provide assistance and oversight to the Meetings & Trade Show Department in administering the policy of the Board on conventions and trade show activities, including, but not limited to review of major contracts prior to execution and bids by candidate host cities prior to consideration by the Board of Directors. The Chair shall report to the Board on a periodic basis.
      1. No Chair of any nominating committee shall be a national director or national officer.
      2. 2. The President shall establish any additional committees as may be required for temporary or continuing purposes.

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ARTICLE VIII - REGIONAL/DIVISIONAL ORGANIZATION

  1. Each Region shall elect:
    1. A president who shall be responsible for those duties generally developing upon such office.
    2. Such local officers to serve under the president as are necessary to the transaction of its business.
  2. Every member, officer and director of a Region shall be a member of the NMRA.
  3. The Regions shall adopt and maintain a set of governing documents consistent with the Regulations and Articles of Incorporation of NMRA.
  4. Each Region may subdivide into divisions to facilitate the execution of the objectives of the Region. The Divisions shall adopt and maintain a set of governing documents consistent with those of the Region.
    1. A Region or Division shall consist of all NMRA members within the geographic area established by the NMRA (for Regions) or Region (for Divisions) as provided in these Regulations. The Region shall have no less than three (3) officers (or more if required by law) and the Region shall hold no less than one business meeting per fiscal year. Said officers of the Region shall be elected by the NMRA membership within the Region. No person shall hold concurrent elected positions within Region leadership. A person may hold a Region elected position and a Division elected position concurrently.
    2. Each Division within a Region shall have no less than two (2) officers (or more if required by law) and the Division shall hold no less than one business meeting per fiscal year. It is preferred that said officers of the Division be elected by the NMRA membership within the Division. In the event that a Division cannot determine a slate of candidates for a ballot election, the Region President shall be permitted to appoint a Division Leader (Superintendent, President, etc.) and a Secretary/Treasurer (Chief Clerk/Paymaster, etc.) to serve for a period of no more than two years at which time the Division shall again attempt to determine a slate of candidates for a formal ballot election. The same person may not hold both offices simultaneously. Division requirements shall not apply to Divisions in the British and Australasian Regions.
  5. Every member, officer and director of a Division shall be a member of the NMRA and of the Region of which the Division is a part.
  6. The Board of Directors 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 including, but not limited to, the power to regulate a Region or Divisions' authority to operate.
  7. The Regions of the NMRA shall be defined using any combination of the following criteria:
    1. Country boundaries
    2. State boundaries
    3. County or equivalent boundaries
    4. Postal or ZIP codes
    5. Lattitude and Longitude descriptors
    6. The Regions not included in above shall be described using any of the following criteria:
      1. County Names
      2. Counties, townships, villages or other descriptors to describe a landmass in a foreign country.
    The Regional boundaries shall be as follows:
    1. British Region: Including England, Northern Ireland, Scotland, and Wales.
    2. Lone Star Region: Including Louisiana and Texas, excluding El Paso County, Texas.
    3. Mid Central Region: Including Adams, Blackford, Clark, Dearborn, Decatur, Fayette, Floyd, Franklin, Grant, Henry, Huntington, Jay, Jefferson, Ohio, Randolph, Ripley, Rush, Scott, Switzerland, Union, Wabash, Wayne, and Wells counties and Postal Zip Code 471 in Indiana; all counties in Kentucky not included in Midwest Region; all counties in Ohio not included in North Central Region; Allegheny, Armstrong, Beaver, Butler, Cameron, Clarion, Elk, Clearfield, Fayette, Forest, Greene, Indiana, Jefferson, Lawrence, Mercer, Venango, Washington, and Westmoreland counties in Pennsylvania; and all counties in West Virginia not included in Mid Eastern Region.
    4. Mid-Continent Region: Including Arkansas; Illinois counties of Hancock, Henderson, and all counties south of and including Calhoun, Greene Macoupin, Montgomery, Bond, Marion, Clay, Edwards, and Wabash; Iowa Postal Zip Codes 500-503, 508, 515 - 516, 522 - 528; Kansas; Missouri; Nebraska; and Oklahoma.
    5. Mid Eastern Region: Including Delaware; District of Columbia; Maryland; all counties in New Jersey not included in Northeastern Region; all of North Carolina not included in Southeastern Region; all counties in Pennsylvania not listed in Niagara Frontier or Mid Central Regions; Virginia; and Berkeley, Hampshire, Hardy, Jefferson, Mineral, Morgan, and Pendleton Counties in West Virginia.
    6. Midwest Region: Including all of Illinois not included in the Mid-Continent Region; all counties in Indiana not included in Mid Central or North Central Regions; all counties west of and including Butler, Hancock, Logan, and Ohio Counties in Kentucky; Berrien County as well as the areas west of the county lines of Luce and Mackinac of Michigan; and Wisconsin Postal Zip Codes 530-535, 537, 539, 541-545 and 549.
    7. Niagara Frontier Region: Including Allegany, Broome, Cattaraugus, Cayuga, Chautauqua, Chemung, Cortland, Erie, Genesee, Jefferson, Livingston, Monroe, Niagara, Ontario, Orleans, Oswego, Schuyler, Seneca, Steuben, Tioga, Tompkins, Wayne, Wyoming, and Yates Counties in New York; Bradford, Crawford, Erie, Mc Kean, Potter, Tioga, and Warren counties in Pennsylvania; and all communities in Ontario, Canada not included in Thousand Lakes Region.
    8. North Central Region: Including Allen, De Kalb, Lagrange, Noble, Steuben and Whitley Counties in Indiana; all of Michigan except Berrien County and the area west of the county lines of Luce and Mackinac; and Allen, Auglaize, Crawford, Defiance, Fulton, Hancock, Henry, Lucas, Ottawa, Paulding, Putnam, Sandusky, Seneca, Van Wert, Williams, Wood, and Wyandot Counties in Ohio.
    9. Northeastern Region:.Including Connecticut; Maine; Massachusetts; New Hampshire; Bergen, Essex, Hudson, Middlesex, Morris, Passaic, Somerset, Sussex, Union and Warren Counties in New Jersey; all counties in New York not included in Niagara Frontier; Rhode Island; Vermont; New Brunswick, Newfoundland, Nova Scotia, Prince Edward Island, and Quebec in Canada.
    10. Pacific Coast Region: Including Del Norte, Humboldt, Lake, Marin, Mendocino, Napa, Solano, Sonoma, Amador, Alpine, Butte, Calaveras, Colusa, Glenn, Sutter, Lassen, Mariposa, Modoc, Nevada, Placer, Plumas, Sierra, Sacramento, San Joaquin, Shasta, Siskiyou, Stanislaus, Tehama, Trinity, Tuolumne, Yolo, Yuba, Santa Cruz, Santa Clara, San Mateo, San Francisco, San Benito, Monterey, Contra Costa, Alameda, Santa Barbara, San Luis Obispo, Tulare, Merced, Madera, Kings, Kern, El Dorado and Fresno Counties in California; Washoe, Humboldt, Elko, Pershing, Lander, Eureka, Churchill, White Pine, Storey, Lyon, Carson City, Douglas and Mineral Counties in Nevada; and Hawaii.
    11. Pacific Northwest Region: Including Alaska; Idaho; Montana; Oregon; Washington; and Alberta, British Columbia, Saskatchewan, Yukon Territory, and Northwest Territories west of 102 degrees West Longitude in Canada.
    12. Rocky Mountain Region:.Including Colorado; New Mexico; that portion of southwest South Dakota bounded on the east by Ellsworth Air Force Base's eastern border and on the north by a line just north of the city of Newell; Utah; Wyoming; and El Paso County, Texas.
    13. Southeastern Region: Including Alabama; Florida Zip Codes 324 and 325; Georgia; Mississippi; North Carolina Postal Zip Codes 28018, -24, -40, -43, -76, 28139, 28604, -14, -16, -18, -22, -46, -52, -53, -57, -62, -64, 28701, -04, -05, 28707 through 34, 28736 through 39, 28741, -42, -45, -46, -48, -49, 28751 through 54, 28756, -58, 28760 through 62, -66, -68, 28770 through 72, 28774, -84, 28786 through 90, 28792, -93, 28801 through 06, 28901, -02, -04, -06, and -09; South Carolina and Tennessee.
    14. Sunshine Region:.Including all of Florida not included in Southeastern Region.
    15. Thousand Lakes Region: Including Iowa Postal Zip Codes 504 - 507, 510 - 514, 520 and 521; Minnesota; North Dakota; that portion of South Dakota not in the Rocky Mountain Region; Wisconsin Postal Zip Codes 538, 540, 546 - 548; Manitoba, and all communities in Ontario west of and including the Thunder Bay area and the Northwest Territories east of 102 degrees West Longitude in Canada.
    16. Pacific Southwest Region: Including Arizona; Imperial, Inyo, Los Angeles, Mono, Orange, Riverside, San Bernardino, San Diego, and Ventura Counties in California; and Clark, Esmeralda, Lincoln, and Nye Counties in Nevada.
    17. Australasian Region: Including Australia and New Zealand.
  8. Established regional boundaries may be changed as follows:
    1. Two-thirds of the region members residing within a specified 3 digit Postal Zip Code area and adjoining another region must sign a petition to change their region affiliation to the adjoining region and submit said petition to the governing body of both regions involved.
    2. If the petition is approved, the Director or Directors representing both regions will present to the Board of Directors, at its next regularly scheduled meeting, a motion to approve the region boundary changes.
    3. If the petition is not approved by either or both regions, then the members may submit a petition signed by three-fourths of those members in the affected area to the Board for action. A two-thirds vote of the Board in favor of the petition is needed for approval.
    4. All petitions must contain written signatures, printed name next to signature followed by NMRA number. Completed petitions must be sent to the NMRA Secretary for signature validation. Upon validation, the petition will be added to the Board of Directors agenda. Should the petition fail validation, it will be returned to the sender.
  9. Regional organizations of the NMRA may be established thusly:
    1. 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 Directors and addressed to the Secretary. It shall designate one of the signers thereof as temporary chair in charge of the organizational activities.
    2. If the petition is approved by the Board of Directors, 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 NMRA members in this region at least thirty days prior to the date of the meeting.
  10. The Board of Directors of the NMRA shall establish, with the assistance and concurrence of the regions, a Regional Advisory Council (RAC).
    1. It shall not serve as a level of governance of the NMRA, but shall provide input to the Board of Directors representing the different perspectives of the regions.
    2. The body shall consist of one representative from each region, who normally would be the region President, or such other representative that the region designates for said purpose, as well as an alternate in case the region representative is unable to participate.
    3. Representatives on the Regional Advisory Council (RAC) should have electronic communications access available and shall meet on a periodic basis, in a manner and under circumstances to be developed by the RAC.
    4. The purpose of the RAC is to:
      1. Convey region opinion to the Board of Directors and other officers within the NMRA national level.
      2. Comment on any dues increases beyond index which comments shall be considered by the Board prior to the adoption of said dues increases.
      3. Receive the agenda, motions and reports electronically as at the same time as the Board of Directors receives them; and may, but not need as a body, comment on said materials through and by their representative on the Board.
    5. The RAC acting as a nominating committee shall nominate, with the goal of at least two candidates for its position, and elect by a majority vote, the RAC position to the Board of Directors.
    6. The RAC may also propose Regulation changes and by two-thirds vote, place matters by way of initiative or referendum on the next available NMRA ballot in accordance with provisions set forth in Article XII, infra.
    7. Members of the RAC may not simultaneously serve as members of any national committees or as any officers of the NMRA with service on the RAC.

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ARTICLE IX - MEETINGS

  1. There shall be at least one annual convention and business meeting of the members, held concurrently. The Annual Convention shall be held at such time as determined by policy delineation of the Board of Directors and as set forth in the Executive Handbook, and should be held within the geographic boundaries of a different convention area than it was the previous year. Other than the one annual convention business meeting of the members, the Board of Directors may hold other meetings at such times and under such circumstances as are required, in any manner not prohibited by law.
  2. Bids for annual conventions shall be administered by the Meetings and Trade Shows Department from prospective cities in accordance with, Convention Handbook policy established by the Board of Directors.
  3. A Convention Area Rotation Schedule shall be established as a policy of the Meetings and Trade Show Department and approved by the Board of Directors.
  4. Annual Business Meeting
    1. The purpose of the annual business meeting shall be as follows:
      1. To receive reports from officers and committee chairmen.
      2. To install the elected officers for the following term. The installation of these officers shall be the first order of new business.
      3. To discuss Standards.
      4. To discuss other matters pertaining to NMRA.
      5. To take such other actions as provided by the Articles of Incorporation, these Regulations, and the State of Ohio.
    2. The order of business at the Annual Meeting of the membership shall be as follows:
      1. Calling meeting to order.
      2. Reading the minutes of the previous Annual Meeting.
      3. Reports of the Officers and Executive Director.
      4. Report of the Directors.
      5. Balloting or filling of a vacancy in the staff of the organization.
      6. A report of old business.
      7. Installation of Officers.
      8. A report of new business.
      9. Voice from the floor.
      10. Adjournment.
  5. The Board of Directors shall meet at the time of the annual convention and there will be a mid-year Board 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 Directors. The Board of Directors may also hold other meetings as necessary. The meetings shall be called as provided for by Ohio law upon two days notice by telephone, telegram, mail or electronic transmission. Said notice need not specify the purpose of the meeting. Waiver of the notice is permitted as provided by Ohio law.
  6. Parliamentary law as set forth in Robert's "Rules of Order" shall govern all meetings of the NMRA.

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ARTICLE X - NOMINATIONS, BALLOTS AND VOTING

  1. Procedures for nomination shall be specified in the Executive Handbook.
  2. Procedures for balloting shall be specified in the Executive Handbook.
  3. 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 Vice President or Director (Eastern, Western, Central, and the two At-Large) from the appropriate district or for the at-large positions. Nominations by petition for the Atlantic, Pacific, and NMRA Canada Directors will contain the names of at least 60 members residing in those areas. Such nominating petitions shall be submitted to the Secretary in accordance with the schedule specified in the Executive Handbook and otherwise meet the qualifications set forth in these Regulations and shall be accompanied by a summary of qualifications of the candidate not to exceed 400 words. The name of any such candidate so submitted and the summary shall be printed on the ballot.
  4. Questions that are to appear on the ballot shall be considered by the Board of Directors at least eight (8) months prior to the ballot distribution date and their action shall be publicized in the next available issue of the NMRA Bulletin. Motions initiating ballot action shall appear in the published agenda for the Board meeting or shall be submitted, in writing, to each director prior to the Call to Order, except that the directors present may decided by a two-thirds majority out of a minimum total vote of 6 to consider motions otherwise introduced.
  5. Director Nominations:
    1. In accordance with this article and Article VII, directors shall be nominated from the following districts by the appropriate nominating committees.
      1. For the North American District Director positions (Western, Central, and Eastern), the National Nominating Committee shall consider input from the regional organizations within said districts as to potential nominees and otherwise comply with the petition requirements allowable in the article for nomination of directors.
      2. For the Atlantic and Pacific District positions, the respective nominating committees as set forth in Article VII, Section 2 shall consider input from the regional organizations within said districts as to potential nominees and otherwise comply with the petition requirements allowable in the article for nomination of directors.
      3. For the NMRA (Canada) positions, such nominations shall be nominated by the Nominating Committee of NMRA (Canada) in accordance with procedures and policies adopted by NMRA (Canada).
    2. In accordance with Article VIII, Section 10, Paragraph E, the Regional Advisory Council shall select candidates for a representative to serve on the Board of Directors and said representative shall not be subject to membership vote. Each region shall have one vote exercised through the Regional Advisory Council, and the Council, acting as a nominating committee, shall, as a goal, try to nominate two candidates for secret balloting by the RAC representatives.
    3. For the two at-large positions on the Board of Directors, the National Nominating Committee shall be responsible for that position voted upon by NMRA members only within the fifty United States and provinces of Canada, with input from the RAC. The National Nominating Committee in conjunction with the Atlantic and Pacific District Nominating Committees shall be responsible for nominating candidates for the second at-large position which is voted upon by NMRA members worldwide, with input from the RAC.
  6. Anyone considered for nomination for any office under this article must be an NMRA member in good standing have a class of membership other than family or corporate membership, and continue as a member in good standing throughout their term of office. They shall also comply with the following additional requirements, based upon the position for which they run.
    1. For the three North American districts (Western, Central and Eastern) candidates in addition must
      1. Reside within the district from which they are nominated.
      2. Hold or otherwise be qualified for the AP certificate as Association volunteer or Association official.
    2. For the at-large position for North America only, said member must also reside within North America including the fifty states and all provinces of Canada.
    3. For the Regional Advisory Council position, candidates must have prior regional experience, as further defined by the Regional Advisory Council, as set forth in the Executive Handbook.
    4. For the Atlantic and Pacific district positions on the Board, any additional qualifications shall be established by the regions within the Atlantic and Pacific district, and shall be endorsed by the Board of Directors before they are effective, if any.
  7. Only members in good standing shall be entitled to vote. Good standing means that the members dues are maintained current.
    1. Only members residing within the geographical limits of each District of the NMRA, as defined in the NMRA Regulations, Article II, Section 12, shall vote for the office of Director for that area. Those NMRA members residing in Canada shall also vote for the President of NMRA (Canada).
    2. The adoption of a Standard shall be voted on only by those persons who model in the scale or scales affected thereby.
    3. Family and Corporate members are not entitled to vote.
  8. On all matters to be voted upon, whether in person or by mail or by any means not prohibited by law and as approved by the Board, a simple majority of the votes cast will suffice the question, unless otherwise noted specifically in this article.
  9. On 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 Directors shall have the right to cast the deciding vote.
  10. Notwithstanding any other provisions in these Regulations, a two-thirds majority of the membership votes cast on a question shall be required to change or adopt new NMRA Standard, or to amend the following Regulations:
    1. Article IV, Sections 2 and 4 and Article XI, Section 4 (change in core membership rights and in the index or procedures used to determine dues increases based on external cost of living).
    2. Article VIII, Section 8 (the manner in which regions are created/or boundaries changed in the procedure utilized).
    3. Article X, Section 4 (nomination of NMRA President, Vice President, or Director by petition).
    4. Article X, Sections 12, 13 and 15 (voting for NMRA President, Vice President, or Director).
    5. Article X, Section 16.
    6. Article XII (Initiative and Referendum).

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ARTICLE XI - AMENDMENTS

  1. These Regulations, except Article X Section 16 and the sections cited therein, may be changed at will by the Board of Directors, provided however the amendment of the Regulations is as follows:
    1. Consistent with the laws of the States of Ohio and Tennessee and of the United States,
    2. Consistent with the NMRA corporate charter,
    3. Consistent with reason,
    4. Capable of being complied with,
    5. Not in violation of a vested or contractual right.
  2. The Association, by amending its Regulations, may make reasonable changes in the methods of administration and doing business, but no change can be made which will deprive a member of substantial rights conferred, expressly or implied, by the members contract with the Association.
  3. Except as otherwise provided in these Regulations, the Regulations of the NMRA may be adopted or amended by a two-thirds vote of the Directors in attendance at a regular meeting of the Board of Directors. Where special meetings of the Board are called for the purpose of amending these Regulations, 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.
  4. As authorized by Article IV, Section 5, supra, dues may be amended by the following procedure:
    1. Notice of proposed amendment must be made in the form of a motion at any Board of Directors meeting.
    2. If the cumulative amount of the proposed dues increase does not exceed the cumulative amount of the index increase for the same time, the motion may be acted upon at the same meeting of the Board, following consideration of input by the RAC and membership.
    3. For dues increase proposed in excess of that allowed by the adopted index,
      1. those proposed amendment must be made in a form of a motion at any Board of Directors meeting, and provided the RAC for comment.
      2. Notices of motion shall be published in the first available issue of the NMRA Bulletin or other publication.
      3. Voting on the motion shall be done at a subsequent Board of Directors meeting after considering input from the RAC and members.

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ARTICLE XII - INITIATIVE AND REFERENDUM

  1. The membership and/or RAC shall have the right, by petition as provided for hereafter, to have any action taken by the Board of Directors or any proposition submitted to the membership for a vote at any election.
  2. Each petition shall contain the exact wording of the action or proposition and shall contain the signatures of not less than twenty-five (25) voting members of the NMRA residing within the confines of a single region, and the name of that Region shall be placed on the petition.
  3. In support of each petition there shall be in addition not less than twenty-five (25) signatures from each of at least one-half of the regions of the NMRA, including the originating region, in order to carry out the purposes of these Regulations.
  4. Initiative measures proposed by the RAC shall be placed on the ballot if two-thirds of the RAC vote to do so, and each petition shall contain the exact wording of the proposition, as well as the tally of the vote authorizing it to be placed on the petition.
  5. In the case of an action of the Board of Directors, which the membership or the RAC desires placed on the ballot, at the next following election, the requisite petition shall be submitted to the NMRA Secretary on or before ninety (90) days prior to the distribution deadline of the ballot following that meeting at which the subject action occurred. The tally of the vote of the Board on the matter and a statement by the Board and the Petitioners shall be included within the ballot or ballot instruction sheet, neither of which statements shall exceed one hundred (100) words in length.
  6. In the case of submitting a new proposition to the membership at any election, the requisite petitions, if by membership, or the requisite petition by the RAC shall be submitted to the NMRA Secretary no later than thirty (30) days before the Annual Meeting of the Board of Directors. The Board shall then consider the proposition and shall place it on the next ballot. If the Board of Directors opposed such proposition, then there shall be included with the ballot a statement of their stand on the proposition together with a statement by the proponents of the proposition, neither of which statements shall exceed one hundred (100) words in length.
  7. A two-thirds majority of the votes received on such actions or propositions shall adopt such actions or propositions.

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ARTICLE XIII - NATIONAL MODEL RAILROAD ASSOCIATION (CANADA)

  1. The National Model Railroad Association (Canada), hereinafter referred to as NMRA (Canada), although a separate Canadian corporation, shall be a subsidiary of the National Model Railroad Association, Inc., hereinafter referred to as NMRA, and shall at all times be subordinate thereto.
  2. Notwithstanding separate incorporation and Regulations of NMRA (Canada), it shall be bound by all actions of the Board of Directors, which are not contrary to the laws of Canada.
  3. To the extent that Regulations are not contrary to the laws of Canada and do not prohibit or affect NMRA (Canada)'s ability to obtain or retain charitable status, the Board of Directors of NMRA (Canada) shall enact no Regulations that are contrary to the Regulations of the NMRA, nor adverse or prejudicial to the interests of the NMRA.
  4. The treasurer and other officers of NMRA (Canada) shall collect no dues for NMRA (Canada) or for the NMRA, however, should any dues be paid to them they shall forthwith forward the same to the Administration Department in Chattanooga, Tennessee. Likewise, all other funds received by NMRA (Canada) in their charitable capacity shall be forwarded to the NMRA except those funds which by the laws of Canada must be retained to further the purpose of NMRA (Canada) in that capacity. The Board of Directors shall have full power to determine the status of such funds should there be any doubt.

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ARTICLE XIV - EXECUTIVE HANDBOOK

  1. The Executive Handbook is recognized as an official document of the NMRA consisting of the Regulations, and Policies and Operating Procedures.

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ARTICLE XV - DISSOLUTION

  1. Upon the dissolution of the corporation, the Board of Directors 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 Directors shall determine.