EDMONTON MODEL RAILROAD ASSOCIATION BY-LAWS

Corporate registration: 500108725; Registered March 13, 1978

Amended November 15, 2011

Contents

Objects

Articles

  1. Interpretation
  2. Definition
  3. Membership
  4. Resignation, Suspension and Expulsion
  5. Membership Dues and Obligations
  6. Meetings
  7. Voting
  8. Notice of Meetings and Resolutions
  9. Board of Directors
  10. Duties of Officers
  11. Borrowing Powers
  12. Remuneration
  13. Audit of Accounts
  14. Seal of the Society
  15. Standards and Practices
  16. By-Laws
  17. Termination

OBJECTS

The Objects of the Society are:
  1. To build and operate a large model railway display in HO Scale within the Freight Station located at Fort Edmonton Park, and:
    1. To make the display available for viewing by the public to demonstrate the challenges, techniques, and operation of railway transportation in Western Canada.
    2. To construct the terrain of the display to be typical of that found in Western Canada.
    3. To ensure that the display be fully functional in all aspects.
  2. To celebrate the history of Western Canadian railway transportation by acquiring, refurbishing, restoring, displaying, and interpreting railway artifacts.
  3. To promote the hobby of model railroading in the Province of Alberta.
  4. To share expertise in all facets of the hobby with the members of the public through the provision of clinics and short courses.
  5. To provide tours and 'hands-on' experience with youth groups, organizations, and others interested in the hobby of model railroading, the history of Western Canadian rail transportation, and the craftsmanship shown in the display.

ARTICLE 1

Interpretation

(a) "Society" and "Club" mean the Edmonton Model Railroad Association.

(b) "Freight Shed" and "Building" mean the 1920's era replica freight shed building located at Fort Edmonton Park occupied and operated by the Edmonton Model Railroad Association under arrangements with Fort Edmonton Park.

ARTICLE 2

Definition

(a) "Special Resolution" means (b) "Extraordinary Resolution" means a resolution passed by a majority of not less than 75% of such members entitled to vote as are present in person at a meeting of which notice specifying the intention to propose the resolution has been duly given as specified in 8(c).

(c) "Ordinary Resolution" means a resolution passed by not less than 51% of such members entitled to vote as are present in person at a meeting.

ARTICLE 3

Membership

(a) There shall be six (6) kinds of members: regular, associate, junior, inactive, honorary, and special.

(b) A regular member must be 18 years of age or over and have paid their dues to date. They must also be active by having performed their obligations as required under 5(d) and attending meetings as often as possible. They have the right to vote, and shall receive a key to the club room. If suspended, they shall lose these rights until reinstated.

(c) An associate member must be 16 years of age or over. They shall not be able to vote, nor receive a key to the club room. However, they are encouraged to participate in discussions at meetings or otherwise.

(d) A junior member is any member under the age of 16 years. They shall not be able to vote, nor receive a key to the club room. However, they are encouraged to participate in discussions at meetings or otherwise.

(e) An inactive member is any member who becomes unable to participate in club activities but who wishes to maintain membership and receive club correspondence. They shall not be able to vote nor have keys to the club room, but may participate in any club meetings and functions as they are able. They may revert to their previous membership status by notifying the Board of Directors and fulfilling membership requirements at that time.

(f) Any person may be proposed to the Board of Directors for honorary membership in the society for reasons of outstanding service to the society or the hobby in general. If accepted by Special Resolution, they shall have all rights of regular membership if active as required in 3(b), or if not active, all the rights of associate membership. They shall not be required to pay dues.

(g) Any person may apply for associate or junior membership after attending four work nights by notifying a member of the Board of Directors. The Board of Directors shall have a right to refuse or accept the membership.

(h) Any associate member may become a regular member after attending club functions as an associate member for a minimum period of six months, and fulfilling their obligations under 5(d), if they are proposed for regular membership by a regular member and are accepted by a 75% unopposed majority vote by secret ballot of all members present at the next meeting.

(i) Any person may be proposed to the Board of Directors for "Special" membership in the society for reasons of service to the society. If accepted by the Board by a simple majority vote, such person shall become a member of our association for a term of six months. They shall not be required to pay dues nor fulfill obligations as required under 5(d). A Special Member shall not be able to vote nor have code access to the club room.

ARTICLE 4

Resignation, Suspension and Expulsion

(a) A member may resign in writing, which shall be effective upon acceptance thereof by the Board of Directors.

(b) In case of resignation, a member shall remain liable for payment of any assessment or other sum levied or which became payable by them to the society prior to acceptance of their resignation.

(c) The Board of Directors shall have the power to suspend until the next meeting any member whose conduct shall have been determined by the Board of Directors to be improper, unbecoming, or likely to endanger the interest or reputation of the society or who wilfully commits a breach of the by-laws of the society. No member shall be suspended without being notified of the charge or complaint against them.

(d) Any member may be expelled by Special Resolution. The member must be given the opportunity to be heard by the membership.

(e) Any member who resigns or is expelled from the society shall forthwith forfeit all right, claim, and interest arising from or associated with membership in the society.

(f) All keys to the club room remain the property of the society and must be returned to the Board of Directors upon resignation, suspension or expulsion.

(g) Upon the failure of any member to pay membership fees or indebtedness due to the society, or failure to perform obligations specified under 5(d), the Board of Directors may cause such member to be suspended after six months and removed from the register of members after one year, but such member may be readmitted to membership by the Board of Directors upon such evidence as may be considered satisfactory.

ARTICLE 5

Membership Dues and Obligations

(a) An initiation fee shall be paid by any person becoming an associate member. The membership shall not take effect until the initiation fee has been received by the Treasurer.

(b) All members, except honorary, shall pay membership fees as determined from time to time at annual meetings.

(c) The current schedule of fees shall be posted at all times in the club room and shall be reviewed and approved at annual meetings.

(d) All regular and associate members will be obligated to perform an equitable share of hours for public displays and operation of the layout on weekends and holidays as may be determined by Fort Edmonton Park each season, as well as for ongoing maintenance required for the building. The coverage will be scheduled by mutual arrangements by the membership. Associate members will be required to put in hours for one Fort Edmonton Park "operating season" before becoming regular members. Each member will be responsible for ensuring their hours are scheduled and recorded with the Secretary.

ARTICLE 6

Meetings

(a) The society shall hold weekly gatherings at the club premises. These gatherings may be cancelled if they fall on a holiday, or when access to the club premises is impractical.

(b) An annual meeting shall be held during the month of March.

(c) general meetings will be called from time to time as determined at previous meetings.

(d) Special meetings shall be called by the President or Secretary upon receipt by them of a petition signed by one-third of the members in good standing, setting forth the reasons for calling such a meeting.

(e) Other meetings may be called at the discretion of the Board of Directors.

(f) The quorum for annual, general, and special meetings shall be 10 members in good standing or 50% of members entitled to vote, whichever is fewer.

(g) All resolutions brought forth at a meeting shall be ordinary resolutions, unless provided otherwise by the by-laws or The Societies Act.

ARTICLE 7

Voting

(a) No member shall be entitled to vote by proxy.

(b) No member shall be entitled to vote at any meeting unless all dues presently payable by them have been paid and obligations required under 5(d) are fulfilled.

(c) Unless otherwise determined by the Chair, votes shall be taken on a show of hands. Votes on Special Resolutions shall be taken by ballot.

(d) Any member present and entitled to vote shall have one vote only.

ARTICLE 8

Notice of Meetings and Resolutions

(a) Notice of annual, general, and special meetings giving the time, date, and location shall be given by posting the notice in the club room at least 45 days prior to the meeting or, if called on shorter notice, (b) 21 days notice of Special Resolutions shall be given by mail or by hand-delivery to the person or to their last known address.

(c) Notice of Extraordinary Resolutions shall be given in writing, not less than 30 days prior to the date of the meeting at which the resolution will be considered, giving sufficient details of the resolution.

(d) Mailed notices shall be sent by ordinary mail to the address last provided by the member and if no address is provided then to such address, if any, as the Secretary may consider sufficient.

(e) Mailed notices are deemed to have arrived on the 4th day after having been mailed.

ARTICLE 9

Board of Directors

(a) The Board of Directors shall consist of a President, Secretary and Treasurer.

(b) Any regular member in good standing shall be eligible to hold office.

(c) Election of a Board of Directors consisting of a President, Secretary and Treasurer shall take place at the annual meeting.

(d) Voting shall take place as follows:

  1. Each member present and entitled to vote shall indicate on a list of all members eligible and willing to hold office three choices for the Board of Directors.
  2. The Chair or a person designated by the Chair shall tally the total number of votes received by each member and shall report back to the meeting.
  3. The three members to receive the largest total number of votes shall comprise the Board of Directors.
  4. Those three members elected shall decide by consensus which of them shall be President, Treasurer and Secretary. Each shall hold the office until the next annual general meeting.
  5. No Director may serve for more than four consecutive one year terms.
(e) If during the year the Treasurer or Secretary resigns or is expelled or otherwise becomes unable to fulfil their duties, a replacement shall be elected at the next meeting by voting, as in 9(d).

(f) If the President resigns or is expelled or otherwise becomes unable to fulfil the duties of President, the Secretary shall take over those duties.

(g) The signatures of two members of the Board of Directors shall be required for cheques and bank withdrawals.

(h) Any member of the Board of Directors may be removed from office by Special Resolution.

(i) The Board of Directors shall hold executive meetings as required.

(j) Any resolution passed by the Board of Directors at an executive meeting shall be by simple majority.

ARTICLE 10

Duties of Officers

(a) The President: (b) The Treasurer: (c) The Secretary:

ARTICLE 11

Borrowing Powers

(a) The society shall not borrow money except by Special Resolution, otherwise no member of the society shall have the power to borrow money on behalf of the society.

ARTICLE 12

Remuneration

(a) Unless authorized at any meeting, and after notice of same shall have been given, no officer of member of the association shall receive any remuneration for his services.

ARTICLE 13

Audit of Accounts

(a) The books, accounts and records of the Secretary and Treasurer shall be audited at least once a year by a duly qualified accountant or by two members of the society elected for that purpose at the annual meeting.

(b) The auditor(s) shall give a report to the membership at the next annual meeting.

(c) The books and records of the society may be inspected by any member of the society at the annual meeting provided for herein, or at any time upon giving reasonable notice and arranging a time satisfactory to the officer or officers having charge of same. Each member of the Board of Directors shall at all times have access to such books and records.

(d) The fiscal year will start on the first day of March and end on the last day of February.

ARTICLE 14

Seal of the Society

(a) The seal of the society shall be in the custody of the President.

(b) Use of the seal shall require the approval of the Board of Directors.

ARTICLE 15

Standards and Practices

(a) Standards for the construction and operations of the club's model railroad layout and rolling stock shall be passed, amended, or rescinded only by Extraordinary Resolution.

(b) Practices not governed by standards shall be determined by the person responsible for the activity which they cover.

(c) The Board of Directors shall arbitrate any dispute over practices until the matter can be discussed by the membership at the next general or annual meeting.

ARTICLE 16

By-Laws

(a) The By-Laws shall be rescinded, altered, or added to only by Special Resolution.

ARTICLE 17

Termination

(a) In the event of the affairs of The Association being wound-up or terminated, all property and funds of The Association shall be given to the Fort Edmonton Park Foundation for use as The Foundation shall direct.