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The name of the organization shall be Layout Design Special Interest Group, Inc. hereinafter to be called Layout Design Special Interest Group.
It shall be a non-profit, non-sectarian, non-partisan, non-stock corporation.
This corporation is organized exclusively for one or more of the purposes as specified in Section 501(c)(3) of the Internal Revenue Code.
The specific objectives and purposes of this corporation shall be:
| a) | To act as a forum for the members' exchange of information and ideas, and to develop improved ways for hobbyists to learn the art and science of layout design. |
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| b) | To provide leadership for planning, developing, coordinating, and expanding the knowledge of planning model railroads; and |
| c) | To promote, develop, support and encourage participation by the public in model railroading. |
Membership shall be open to all with an interest in railroading.
Each member shall have one vote on any matter on which a vote of members is taken.
Members shall pay dues as follows: US residents - $15; Students - $7; Canadian and other non-US residents - $20; sponsoring - $25. Membership includes four mailed issues of the Layout Design Journal.
A member is in good standing so long as said member is, according to the books and records of the corporation, entitled to receive one or more issues of the Layout Design Journal.
The Board of Directors shall consist of five (5) members.
The business affairs of the corporation shall be managed by a Board of Directors who shall exercise or direct the exercise of all organizational powers. The Officers and members of the Board of Directors shall use their best efforts to carry out in good faith the purposes and exercise the powers so as to further the experience and appreciation of model railroading and in particular layout design.
It shall be the duty of the Directors to:
| a) | Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation, or by these Bylaws; |
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| b) | Appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation, if any, of all officers, agents and employees of the corporation; |
| c) | Supervise all officers, agents and employees of the corporation to assure that their duties are performed properly; |
| d) | Meet at such times and places as required by these Bylaws; and |
| e) | Register their addresses with the Secretary of the Corporation, and notices of meetings mailed or electronically transmitted to them at such addresses shall be valid notices thereof. |
The term of office for any elected Director will be for three (3) years, and terms shall be staggered so that one or two Director(s) is(are) elected each year. In the year 2004 five Directors shall be appointed by the incorporator, two for a term expiring in 2005 two for a term expiring in 2006 and one for a term expiring in 2007. A Director may serve as many consecutive terms as he or she is elected to.
Directors shall serve without compensation, but nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefore.
Meetings shall be held at such place or places as may be designated from time to time by resolution of the Board of Directors.
Meetings of the Board of Directors may be called by any member of the Board, or, if different, by the persons specifically authorized under the laws of Connecticut to call meetings or special meetings of the Board. Such meetings shall be held at the place designated by the person or persons calling the meeting.
Unless otherwise provided by the Articles of Incorporation, these Bylaws, or provisions of law, the following provisions shall govern the giving of notice for meetings of the Board of Directors:
A) Meetings
At least one week's prior notice shall be given by the Secretary of the corporation to each Director of each meeting of the Board. Such notice may be oral or written, may be given personally, by first class mail, by telephone, E-mail or by facsimile machine, and shall state the place, date and time of the meeting and the matters proposed to be acted upon at the meeting. Meetings may be held by conference call.
B) Waiver of Notice
Whenever any notice of a meeting is required to be given to any director of this corporation under provisions of the Articles of Incorporation, these Bylaws, or the laws of Connecticut, a written waiver of notice signed by said director, whether before or after the time of the meeting, shall be equivalent to the giving of such notice to said director.
A quorum at any Board meeting shall be a majority of the entire Board of Directors. An act by the majority of the Board present at any meeting at which there is a quorum shall be the act of the whole Board, except as otherwise provided by law or by these bylaws. The vote by majority of those present at any duly constituted Board Meeting shall be sufficient to authorize action.
Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors, unless the Articles of Incorporation, these Bylaws, or provisions of law require a greater percentage or different voting rules for approval of a matter by the Board.
Meetings of the Board of Directors shall be presided over by the President, or if no such person has been so designated or, in his or her absence, by a person chosen by a majority of the Directors present at the meeting. The Secretary of the corporation shall act as secretary of all meetings of the Board, provided that, in his or her absence, the presiding officer shall appoint another person to act as Secretary of the Meeting.
Meetings shall be governed by the then current edition of Roberts' Rules of Order, insofar as such rules are not inconsistent with or in conflict with the Articles of Incorporation, these Bylaws, or with provisions of law.
Vacancies on the Board of Directors shall exist (1) on the death, resignation or removal of any Director, and (2) whenever the number of authorized Directors is increased.
Any Director may resign effective upon giving written notice to the President, or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. No Director may resign if the corporation would then be left without a duly elected Director or Directors in charge of its affairs, except upon notice to the Office of the Attorney General or other appropriate agency of Connecticut.
Directors may be removed from office, with or without cause, as permitted by and in accordance with the laws of Connecticut.
Unless otherwise prohibited by the Articles of Incorporation, these Bylaws or provisions of law, vacancies on the Board may be filled by approval of the Board of Directors. If the number of Directors then in office is less than a quorum, a vacancy on the Board may be filled by approval of a majority of the Directors then in office or by a sole remaining Director. A person elected to fill a vacancy on the Board shall hold office until the next election of the Board of Directors or until his or her death, resignation or removal from office.
Should a Director miss three consecutive meetings of the Board without good cause, he or she shall be considered to have resigned.
Nominations of the members of the Board of Directors will be by a committee of the members consisting of one Director and two non Director members of the Layout Design Special Interest Group. The committee shall present the slate to the Board of Directors in April of each year. Notice of these nominations shall be mailed to the Members not less than twenty-five calendar days prior to the Annual Meeting. Elections shall be held at the Annual Meeting.
The Directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation.
The Directors and officers of the corporation shall be indemnified by the corporation to the fullest extent permissible under the laws of Connecticut.
The officers of the corporation shall be a President, a Secretary, and a Treasurer. They shall be appointed by the Board annually at the first meeting of the Board following the Annual Meeting but not later than fourteen days following the Annual Meeting.
| a) | In the event of death, resignation, or incapacity of the President, the Secretary shall become the President for the remainder of the term. |
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| b) | Other vacancies shall be filled, as provided in Article 5, Section 5, Vacancies of these Bylaws. |
| c) | The Board of Directors, by a two thirds (2/3) vote of the entire Board at a meeting duly called for the purpose, may for any cause whatsoever at any time remove one or more members of the Board of Directors elected by the members. |
| d) | Any vacancies on the Board shall be filled by vote of the Board of Directors for the unexpired term. |
Any Member may serve as an officer of this corporation.
Officers shall be elected by the Board following the Annual Meeting of the corporation. Each officer shall hold office until he or she resigns or is removed or is otherwise disqualified to serve, or until his or her successor shall be named and qualified, whichever occurs first.
Any officer may be removed, either with or without cause, by the Board of Directors, at any time. Any officer may resign at any time by giving written notice to the Board of Directors or to the President or Secretary of the corporation. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any officer shall be filled by the Board of Directors. In the event of a vacancy in any office other than that of President, such vacancy may be filled temporarily by appointment by the President until such time as the Board shall fill the vacancy. Vacancies occurring in offices of officers appointed at the discretion of the Board may or may not be filled as the Board shall determine.
The various officers shall have the powers and duties that customarily appertain to their respective offices, including those hereinafter provided for and, in addition, such powers and duties as the Board of Directors may from time to time designate and confer.
a) President
The President shall preside at all meetings of the Board and of the Membership. The President shall have general charge and supervision of the affairs of the corporation, and shall be responsible for seeing that the resolutions and actions of the Board are carried into effect.
b) Secretary
The Secretary shall act as secretary of all meetings of the Board and shall keep the minutes thereof and shall see that all notices required to be given are duly given or served. In the absence of the Secretary the minutes shall be taken by a person designated by the presiding officer.
c) Treasurer
The Treasurer shall have the care and custody of the funds of the corporation and shall handle and disburse the same under the direction of the Board of Directors. All funds of the corporation shall be deposited in the name of the Corporation in such banks as the Board of Directors may designate. The Treasurer shall keep or cause to be kept proper books of account showing all monies received and distributed and all assets and liabilities of the corporation and at least once each year provide a statement of income and expenses of the Corporation to the Board of Directors. The books of record shall be audited at least once a year by a person or entity appointed by the Board of Directors.
The President shall appoint the chairperson and the members of each committee, which may include individuals who are not Directors. With the exception of the Nominating Committee, each committee shall serve at the pleasure of the President and shall have such authority and shall perform such duties as the Board of Directors shall from time to time hereafter determine.
The Nominating Committee shall consist of one Director and two non-Director Members. The President shall appoint the chairperson of the Committee. A quorum of the Nominating Committee shall consist of a majority vote of those members present and voting. Reasonable notice of the date, time, and place of each meeting shall be given by mail, phone, or otherwise.
The Nominating Committee shall nominate candidates for the Board of Directors. The Committee shall select individuals who are broadly representative and reflective of the needs of all interests served by the Layout Design Special Interest Group.
The Board of Directors may create additional committees from time to time for such purpose and with such powers and duties as the Board determines.
The Annual Meeting will be held on a day during the Annual Convention of the National Model Railroad Association and in the city in which said convention is held. Members shall be notified by mail at least sixty days prior to the Annual Meeting of the actual day, time and location of the meeting. At this meeting the Members shall elect by vote a Director or Directors from a slate presented to them by the Nominating Committee, consider reports of the affairs of the corporation, and transact such other business as may be properly brought before such a meeting.
Additional nominations may be accepted from the floor during the Annual Meeting, provided that, if the nominee is not present at the meeting, written assurance is on hand of that nominee's willingness to serve if elected.
Meetings of the membership shall be presided over by the President, or if no such person has been so designated or, in his or her absence, by a person chosen by a majority of the Directors present at the meeting. The Secretary of the corporation shall act as secretary of all meetings of the membership, provided that, in his or her absence, the presiding officer shall appoint another person to act as Secretary of the Meeting.
Meetings shall be governed by the then current edition of Roberts' Rules of Order, insofar as such rules are not inconsistent with or in conflict with the Articles of Incorporation, these Bylaws, or with provisions of law.
A quorum for the annual meeting shall be the lesser of 10% of the membership or 15 members.
Directors shall disclose to the Board any conflicts of interest which arise, and no elected Director shall vote on any matter which would involve a conflict of interest. In the event that a Director questions whether a conflict exists, the issue shall be decided by a majority vote of the elected Directors present and voting, provided that the Director in question shall not vote.
No substantial part of the activities of this corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation [except as otherwise provided by Section 501(h) of the Internal Revenue Code], and this corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office.
Notwithstanding any other provisions of these Bylaws, this corporation shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.
No part of the net earnings of this corporation shall inure to the benefit of, or be distributable to, its Directors, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of this corporation.
In the event that this organization should be dissolved for any purpose whatsoever, all assets of the Layout Design Special Interest Group, upon concurrence of the Board of Directors, will be transferred a 501(c)(3) organization that promotes model railroading. None of the assets will be distributed to any member, officer or Director of this organization.
These Bylaws may be amended at any duly noticed meeting by the favorable vote of the members, in good standing present and voting thereon, providing notice of such an amendment shall have been included in the notice of the meeting.
Amendments to the Bylaws may be proposed by the Board of Directors or, by the lesser of 10% of the membership or 15 members.
Written notice of a meeting at which amendments to the Bylaws are to be considered shall contain the proposed change(s) and shall be mailed to members at least 60 days prior to such a meeting.
If there is any conflict between the provisions of these Bylaws and the Articles of Incorporation of this corporation, the provisions of the Articles of Incorporation shall govern.
Should any of the provisions or portions of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these Bylaws shall be unaffected by such holding.
All references in these Bylaws to the Articles of Incorporation shall be to the Articles of Incorporation, Articles of Organization, Certificate of Incorporation, Organizational Charter, Corporate Charter, or other founding document of this corporation filed with an office of the state of Connecticut and used to establish the legal existence of this corporation.
All references in these Bylaws to a section or sections of the Internal Revenue Code shall be to such sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of any future federal tax code.
The undersigned being the initial incorporator of this corporation, hereby adopts the foregoing Bylaws, consisting of 9 pages, as the Bylaws of this corporation.
/s/ Vincent Gallogly
Date: 21 December 2004
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This page was last updated 15 January 2005. LD SIG webmaster |