Corporate registration: 500108725; Registered March 13, 1978
Amended September 19, 2023
Articles
(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.
(b) "Club 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(d).
(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.
(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 keyholder access to the club building. 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 have keyholder access to the club building. 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 have keyholder access to the club building. 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 keyholder access to the club building, 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 updating their dues owed for that year to regular status.
(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 Club Resolution, they shall not vote, shall not pay dues and shall not receive keyholder access to the club building
(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 be nominated to become a regular member, by any other 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 nominated for regular membership by a regular member, they must be accepted by a 75% majority vote by secret ballot of all members present at any meeting after the 6 month period.
(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 items including property, documents and keyholder access remain the property of the society and must be returned to the Board of Directors upon resignation, suspension or expulsion. Any property owned by the City of Edmonton or Fort Edmonton Park must also 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 three months and removed from the register of members after six months, but such member may be readmitted to membership by the after 75% majority vote by secret ballot of all members present at a meeting.
(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. The Board of Directors will determine what is deemed equitable from time to time.
(b) An Annual Gereral 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, Other 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.
(h) If, due to extraordinary circumstances, in-person meetings cannot happen, then a meeting may be held through electronic means with approval of the Board of Directors. Electronic meetings should use some form of video conferencing software approved by the Board of Directors. Access to the online meeting must be sent out prior to the meeting. Notification for the meeting must follow guidelines set out under Article 8.
(b) Only Regular members, who are in good standing by way of having all dues paid and their obligations under section 5(d) complete, shall be permitted to make a motion at any meeting
(c) Unless otherwise determined by the Chair, votes shall be taken on a show of hands. Votes on Special Resolutions and new members shall be taken by ballot.
(d) Any member present and entitled to vote shall have one vote only.
(e) No Regular member can vote by proxy.
(f) If an online meeting is being held (as per Article 6(h) ), then Regular members who are in good standing and are entitled to vote, may do so as long as they can be identified by camera or voice. If a vote requires a ballot, efforts should be made to implement a system to ensure a secret ballot.
(b) Notice for Other meetings giving the time, date and location shall be given by email at least 6 days prior to the meeting.
(c) 21 days notice of Special Resolutions shall be given shall be given by email to the entire membership.
(d)Club Resolutions shall be given in email not less than 21 days prior to the date of the meeting at which the resolution will be considered, giving sufficient details of the resolution.
(b)The position of Fort Liaison is a non-voting position within the Board of Directors. The Fort Liaison is a person appointed as a coordinator, therefore, is appointed and not elected to the Board of Directors. If the Fort Liaison is elected to the board during a normal election, then the Board of Directors shall revert to a President, Secretary and Treasurer (three-person Board) until such time the Fort Liaison person is no longer on the board.
(c) Any regular member in good standing shall be eligible to hold office.
(d) Election of a Board of Directors consisting of a President, Secretary and Treasurer shall take place at the annual meeting.
(e) Voting shall take place as follows:
(f) If during the year the President, 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(e). Until that time, the two remaining Board members shall decide upon themselves who will take over the vacated position.
(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.
(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.
(b) No member of the Board of Directors shall receive remuneration for any of their services as it relates to their position on the Board.
(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.
(b) Use of the seal shall require the approval of the Board of Directors.
(b) Practices not governed by standards shall be determined by the person responsible for the activity which they cover with approval from the Board of Directors.
(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.