Bylaws

Bylaws of the Tidewater Division
Mid-Eastern Region, National Model Railroad Association
(Amended by the Division October 2015)

Article I
Name, Status, and Purpose

1. The name of the organization is the Tidewater Division (the “Division”). It is
established under the provisions of the governing documents of the Mid-Eastern
Region (MER), and the Regulations of the National Model Railroad Association
(NMRA). If a conflict should develop between these Bylaws and the Region’s
governing documents, the Region’s governing documents will govern. If there is a
conflict with the NMRA Regulations, the NMRA Regulations will govern.
2. The Division is incorporated in the Commonwealth of Virginia, and is classified
as a public foundation under Section 509(a)(2) of the Internal Revenue Service
Code, and is exempt from federal income tax under Section 501(c)(3) of the IRS
Code.
3. The Division is organized to promote educational, charitable, historical, and
fellowship activities related to model railroading and rail transportation.
The principal office of the Division shall be in the city of Norfolk, in the
Commonwealth of Virginia.
4. The Division may also have offices at such other places both within and without
the Commonwealth of Virginia as the Board of Directors may from time to time
determine or the business of the Division may require.

Article II
Territory

1.  The Division includes the following Commonwealth of Virginia counties with
their inclusive cities; Accomack, Gloucester, Isle of Wight, James City,
Southampton, Surry, Mathews, Northampton, and York, and the following
independent cities; Chesapeake, Hampton, Newport News, Norfolk, Portsmouth,
Suffolk, Franklin, Virginia Beach and Williamsburg; the following North
Carolina counties with their inclusive cities: Camden, Chowan, Currituck,
Pasquotank, Perquimans, and Gates; and the Maryland counties of Wicomico
and Worcester.
2.  Throughout these Bylaws, “residence” means the member’s principal residence.

Article III
Fiscal Year

1.  The Division fiscal year will be from January 1 to December 31.

Article IV
Seal

1. The Seal of the Corporation shall have the name of the Corporation, the word
“SEAL”, and the year of incorporation, and may be a facsimile, engraved,
printed, or impression seal.

Article V
Membership, Fees, and Finances

1. Each NMRA member whose residence is within the Division’s territory is
automatically a member of the Region, if one exists, and of the Division.
2. All NMRA members, regardless of residence, are entitled to attend or participate
in any activity of the Division, except for voting and holding a Division office.
3. The Division Board of Directors may choose to charge fees for specific activities
and services such as meets, conventions, tours, open houses, and a mailed copy
of a publication. For such activities, the fees will be the same for all NMRA
members, regardless of residence.
4. Guest attendance privileges may be granted to model railroaders to introduce them
to Division, MER, and NMRA activities. However, no one may attend more than
two Division activities without joining the NMRA.

Article VI
Voting and Office Holding Rights

1.   All Division officers, members of the Board of Directors, and officials must live
within the Division’s territory.
2.  If the nominee holds an elected position in the National Model Railroad
Association or Mid-Eastern Region upon election to the Board of Directors of the
Division he/she must resign from the prior position.
3.  If the nominee holds an elected position in the Division upon election to the
National Model Railroad Association or Mid-Eastern Region he/she must resign
from the prior position.
4.  Only members of the Division may vote, and each member is entitled to one vote
on each issue presented to the membership for a vote.

Article VII
Board of Directors

1.   There will be a Board of Directors (the “Board”) of the Division that will
supervise and control the business, property, and affairs of the Division, except as
otherwise provided by law or these Bylaws.
2.  The Board will consist of the Superintendent, the Assistant Superintendent, and
the Time Keeper, and the Paymaster, and three M embers at large.
3.  The Board will hold at least four regular meetings each year at times, days and
places designated by the Superintendent. Notice of the time, day, and place will
be given to each Board member at least fifteen days in advance.
4.  Special meetings may also be held on the request of the majority of the members
of the Board.
5.  Voting by proxy of the officers and board members is not permitted. However,
one or more members of the Board may participate in a Board meeting by means
of a conference telephone, or similar telecommunications/electronics device that
allows all participants to communicate with each other.
6.  A majority of the Board members will constitute a quorum for the transaction of
business.
7.  No officer or Board member will receive any remuneration of any kind for his or
her services. However, they may be reimbursed for reasonable expenses incurred,
with the approval of the board and upon presentation of a written request.

Article VIII
Duties of Officers and Board Members at Large

1. The Superintendent shall:
(a) Preside over Division and Board meetings, and perform the usual duties of the head of
a nonprofit organization.
(b) Be an ex officio member of all committees except the Nominating and Audit
Committees.
(c) Present at each annual meeting of the Division a report of the condition of the business
of the Corporation.
(d) Cause to be called annual, regular, and special meetings of the Division and Board in
accordance with the requirements of the Statutes of these By-laws.
(e) Appoint, discharge, and fix the compensation for all employees and agents of the
Corporation, other than the duly elected officers, subject to the approval of the Board. Sign
and execute all contracts in the name of the Corporation as directed by the Board. In the
absence of the paymaster, sign all checks, notes, drafts, and other orders for the payment of
money, as directed by the Board.
(f) Attend the meeting of the Board of Directors of the Mid-Eastern Region of the National
Model Railroad Association, or direct a member of the Board to do so.
(g) Cause all books, reports, statements, and certificates to be properly kept and filed as
required by law.
(h) Enforce these By-laws and perform all the duties incident to this office, which are
required by law, and, generally, supervise and control the business and affairs of the
Corporation.
2. The Assistant Superintendent will act as Superintendent when the Superintendent is
absent or otherwise unable to serve, and will perform any duties assigned by the
Superintendent. When so acting, he/she shall have all the powers and be subject to all
the responsibilities of the office of Superintendent and shall perform such duties and
functions as the Board may prescribe.
3. The Time Keeper will serve as the Division secretary. Duties will include:
(a) Taking minutes at all meetings, maintaining a roster of active members, maintaining the
Division’s records, and sending notices of meetings.
(b) Attend to the giving of Notice of Special Meetings of the Board of Directors and of all
of the meetings of the Division.
(c) Be the custodian of the records of the Division.
(d) Keep at the principal office of the Division, a book of records containing the names of
all persons, whom the Mid-Eastern Region of the National Model Railroad Association has
notified the Division are Members of the Division, showing their places of residence, and
the dates when they respectively became a Member.
(e) Keep such books of record and minutes of the proceedings of the Members open daily
during the usual business hours for inspection, within the limits prescribed by law, by any
person duly authorized to inspect such record. At the request of the person entitled to
inspection thereof, prepare and make available a current list of the Officers and Directors of
the Corporation and their resident addresses.
(f) Coordinate with the Secretary of the Mid-Eastern Region of the National Model
Railroad Association, after the Annual Meeting, a roster of all Members in good standing,
and forward a list of Officers and Directors of the Division.
(g) Attend to all correspondence and present to the Board of Directors at its meetings all
official communications received.
(h) In the absence of both the Superintendent and the Assistant Superintendent, the Time
Keeper shall act as the temporary Superintendent.
4. The Paymaster will serve as the Division treasurer. Duties will include:
(a) Receiving and disbursing funds, and preparing financial reports.
(b) Maintain custody of and be responsible for all funds and securities of the Division and
deposit such funds and securities in the name of the Division in such bank or safe deposit
company as the Board of Directors may designate.
(c) Make, sign, and endorse in the name of the Division, all checks, drafts notes, and other
orders for the payment of money, and pay out and dispose of such under the direction of the
Board of Directors.
(d) Keep at the principal office of the Division, accurate books of account of all its business
and transactions and shall at all reasonable hours exhibit books and accounts to any
Director upon application at the office of the Division during business hours.
(e) Render the report of the condition of the finances of the Division at each meeting of the
Board of Directors, and at each Division meeting.
(f) Make a full financial report at the annual meeting of the Members.
(g) Prepare for the signature of the Superintendent, and submit to the Internal Revenue
Service annually, all necessary documents and forms (IRS Form 990) in order to maintain
the Division’s 501 (c) (3) status.
(h) An audit of the books shall be conducted upon election of a new Paymaster, or when
requested by the Board of Directors.
(i) If required by the Board of Directors, he/she shall give such bond as determined to be
appropriate for the faithful performance of his duties.
(j) In the absence of all other Officers, act as the temporary Superintendent. Perform
additional duties as assigned by the Superintendent.
5. Members of the Board of Directors at large will perform tasks assigned to them by the
Superintendent.

Article IX
Vacancies

1. The Assistant Superintendent will succeed the Superintendent in case of resignation or
incapacitation. The Superintendent will appoint a replacement in the case of resignation
or incapacitation of any other member of the Board for their existing term only.

Article X
Conflict of Interest

1. No Board member will cast a vote, or take part in the final deliberation, on any matter
in which he or she, or members of his or her immediate family, have a personal
financial or other interest.

Article XI
Interested Parties

1. No contract or other transaction between the Division and any one or more of its
Directors or officers or any other Corporation, firm, association, or entity in which one
or more of its Directors or officers are Directors or officers or are financially interested
shall be either void or avoidable because of such relationship or interest, because such
Director or Directors were present or were counted in determining the presence of a
quorum at the meeting of the Board of Directors or of a committee thereof which
authorizes, approves or ratifies such contract or transaction or because such Director
or Directors’ votes are counted for such purpose if:
(a) the fact of such relationship or interest is disclosed or known to the Board of Directors
or committee which authorizes, approves, or ratifies the contract or transaction by a vote
sufficient for the purpose without counting the votes of such interested Directors;
(b) the fact of such relationship or interest is disclosed or known to the M embers entitled
to vote on the matter, and they authorize, approve, or ratify such contract or transaction
by vote or written consent; or
(c) the contract or transaction is fair and reasonable as to the Division in view of all
of the facts known to any officer or Director at the time it is authorized, approved, or
ratified by the Board of Directors, a committee thereof or the Members. In the case of a
contract or transaction, which has not been authorized, approved, or ratified in accordance
with (a) or (b) above, the party seeking to uphold the contract or transaction shall have
the burden of proving that the contract or transaction complies with the requirement
of (c) above.

Article XII
Bills, Notes, etc.

1. Except as otherwise provided, all bills payable, notes, checks, drafts, warrants, or
other negotiable instruments of the Division shall be made in the name of the
Division and shall be signed by the Paymaster or, in his absence, the
Superintendent. No officer or agent of the Division, either singularly or jointly
with others, shall have the power to make any bill payable, note, draft, warrant, or
other negotiable instrument, or endorse the same in the name of the Division, or
contract or cause to be contracted any debt or liability on behalf of the Division
except as herein expressly prescribed and provided.

Article XIII
Committees and Officials

1. The Superintendent will appoint the following committees and officials:
(a) A Nominating Committee of two or more members. Duties of this committee are
described in a later section of these Bylaws.
(b) An Audit Committee of two or more members. This committee will conduct an annual
financial audit of the Division’s books at the end of each fiscal year, and when a new
Paymaster takes office, reporting the results to the membership at a membership meeting or
in the Division’s official publication. Neither the Superintendent nor the Paymaster may
serve on this committee.
2. All standing committees as follows:
(a) Membership
(b) Editor for the official publication of the Division
(c) Web Master for the official Division’s web site
(d) Hospitality
(e) Annual Show
(f) Clinics
(g) Contests
(h) Publicity
(i) Convention
(j) Public Displays
(k) Module Coordinators
(l) An Achievement Program Coordinator. This appointment will be made with the advice
and counsel of the MER Achievement Program Manager.
(m) Other committees as needed to carry on the activities of the Division.

Article XIV
Membership Meetings

1. Membership meetings will be held at such times and places as may be determined by the
Board.
2. The Superintendent may call special meetings upon written application of ten percent of
the members or a majority of the Board.
3. The annual business meeting of the Division will be held in January of each year to hold
elections and conduct other appropriate business. At least fifteen days prior to the annual
meeting, the date, time, and location will be communicated to all persons whom the Mid-
Eastern Region of the National Model Railroad Association has notified the Division are
Members of the division.
4. Proxy voting is permitted on any issue such as referendums, changes in the Bylaws, or
election of officers, where advance notice of fifteen days has been sent to all members.
Proxy votes will be sent to the Time Keeper, who will vote them as directed.
5. At any membership meeting, twenty members (in person or by proxy) will constitute a
quorum for purposes of voting on items announced in advance. Twenty members in person
will constitute a quorum for other purposes.
6. The Superintendent will use the rules contained in Robert’s Rules of Order Revised to
conduct the business of the Division at Membership Meetings.

Article XV
Terms of Office, Nominations, and Elections

1. In even numbered years the Members will elect four Board Members, who will serve
two-year terms. In odd numbered years the Members will elect three Board Members, who
will serve two-year terms. In every year, after the election, the Board will determine who
on the Board shall serve as Superintendent, Assistant Superintendent, Time Keeper, and
Paymaster. The remaining Board Members shall serve as Board Members at Large. Upon
the adoption of these bylaws, the terms of current Board members will be adjusted to
comply with this schedule.
2. No Board member may serve in the same office more than two consecutive terms.
Exception: in order to assure the continuity of the Division’s financial dealings, the board
member appointed as Paymaster may continue to serve in that position so long as; (a) that
person is re-elected by the Division’s membership, and (b) an audit of the Division’s
financial records is completed in conjunction with the re-election of said board member.
3. No one may fill more than one of the foregoing seven positions simultaneously except
for brief transition periods.
4. In preparation for each year’s annual meeting and election, the Nominating Committee
will solicit candidates from the Division, explaining the requirements and responsibilities
of the Board. In addition, any three Division Members may nominate someone via a written
notice to the Nominating Committee, with the permission of the nominee. Such
nominations must be submitted to the Nominating Committee at least thirty days ahead of
the election.
5. The names of candidates for Board of Directors will be communicated to the
membership at least fifteen days before the election.
6. The Chairman of the Nominating Committee will conduct the elections at the annual
business meeting via secret ballot. Ballots will be counted and results announced before the
close of the meeting. Positions will be filled by a simple plurality of votes.
7. Members elected to the Board will take office after being elected at the January Business
meeting.

Article XVI
Indemnification

1. By resolution of the Board, the Division may indemnify any officer, board member, or
agent against any and all expenses and liabilities incurred by him or her in connection
with any claim, action, suit, or proceeding to which he or she is made a party by reason
of being an officer, board member, or agent.

Article XVII
Amendments

1. These Bylaws may be amended by two-thirds vote of the members present at the annual
meeting or a special meeting, provided there is a quorum. The proposed amendment
must be communicated to all members at least fifteen days before the meeting.

Article XVIII
Referendum

1. Ten percent of the members may create a referendum issue to be voted on at an annual
or special meeting where a quorum is present by submitting their request in writing to
the Time Keeper. The referendum must be communicated to all members at least fifteen
days in advance. Removal of an officer or a change in the Bylaws requires a two-thirds
vote of the people present (in person or by proxy). Other issues require a majority vote
of people present (in person or by proxy).

Article XIX
Dissolution

1. The Division will be considered dissolved when any one of the following events occurs:
A motion for dissolution is adopted by a two-thirds vote in the same manner as is provided
for amendment of these Bylaws. No meetings of the Division are held or scheduled for
twelve months. The Division charter is revoked by the MER.

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