CONSTITUTION AND BY-LAWS
DENVER HO MODEL RAILROAD CLUB, INCORPORATED1
This organization shall be formed and operated as a club and shall be known as the Denver HO Model Railroad Club, Inc. The 4’8½" gauge line shall be known as the Denver And Western Railroad; and the 3’ gauge line shall be known as the Phantom Canyon Railroad.2
The purposes of the Denver HO Model Railroad Club, Inc. shall be to unite and affiliate worthy individuals into an organization capable of fostering, promulgating and promoting interest and activity in model railroading; to create and extend friendship and cooperation among members; to plan, construct and operate a model railroad system; to establish and maintain a schedule of meetings and a suitable meeting and operating location; to elevate the standard of the hobby; to exchange knowledge and assistance in the problems and intricacies of construction and operation of models; and to favorably influence and direct public opinion with regard to the value, importance, and desirability of hobbies in general and of model railroading in particular.
The following individuals having materially contributed toward the formation of the club, or having shown an early interest in such formation, shall be known as "Charter Members": T.O. Campbell, Ray Larsen, Milo E. Masterson, G. L. McEntire, R. F. Schilp, C. W. Starks, I. M. Wallis, O. E. Whitwell, and G. P. Williams.
The club shall be located in the City and County of Denver, Colorado, or within the area known as Metropolitan Denver, but may transact business, subject to a quorum of the Board of Directors being present, at such other places as the Board of Directors may appoint.
The corporate powers of this organization shall be vested in a Board of Directors.
BOARD OF DIRECTORS
The Board of Directors shall consist of nine club members in good standing, and six directors shall constitute a quorum for the transaction of business.
The Board of Directors shall be elected at an annual meeting of the club membership. At the first such election, nine Directors shall be elected. The duration of the term of each of the original Directors shall be determined by their drawing lots immediately following the election of all Directors, said lots designating three one-year, three two-year, and three three-year terms. Subsequent to the initial election of Directors, three Directors shall be elected at each annual meeting of the club membership to fill the terms then expiring and shall serve for a period of three years. Nothing contained herein shall be construed to prevent a Director from succeeding himself, if properly elected.
Vacancies in the Board of Directors shall be filled by the Directors remaining in office, if a quorum exists, and such member so appointed shall hold office until his successor is elected. If no quorum of the Board of Directors exists, a special meeting of the club membership shall be called for the purpose of a special election to fill all vacancies in said Board.
The Board of Directors shall have power to call special meetings of the club membership when they deem it necessary and shall call a meeting at any time upon the written request of five active members in good standing.
The Board of Directors shall have power to conduct, manage and control the affairs and business of the club and to make rules for the guidance of the officers, members, and management of the affairs of the club.
In the case of inability of the Board of Directors, or a quorum thereof, to obtain a clear majority in favor or against any proposal or subject pertaining to the operation or interest of the club, the disputed subject shall be submitted to a vote of the club at a regular meeting for decision. A majority vote of the membership present and voting shall dispose of the question and shall be binding upon the Board of Directors.
The Board of Directors shall have power to authorize disbursement of the funds of the club. The Board of Directors shall have power to incur indebtedness, the terms and amount of which shall-be entered in the minutes of the Board, and the note or obligation, if any, given for the same, when signed by the President and the Treasurer, shall be binding on the club corporation.
Individuals of integrity, good morals and good character who are interested in model railroading shall be eligible for membership in the club. No special or unusual demands as to skill or ability in the hobby shall be demanded, but a willingness to cooperate with and assist in club projects and activities shall he required.
Membership in the National Model Railroad Association shall be a pre-requisite to being a voting (Senior or Life) member in this club.3
Membership applications shall be accepted by the Board of Directors by a majority vote of a quorum, or such applications shall be rejected or placed in order upon a waiting list by a like vote.
Action by the Board of Directors upon applications for membership may be overridden by a two-thirds majority of the club membership at a regular meeting, but written notice to the club membership of the subject and individual, or individuals, to be voted upon shall be given by the Secretary.
No person shall be barred from membership solely on grounds of race, color, or religion.
Acceptance of new memberships may be restricted or closed by the Board of Directors, subject to the provisions of section five of this article, in keeping with the facilities available to the club.
The Board of Directors may admit to Honorary Membership those who they deem worthy of this honor due to some signal service, or who may have distinguished themselves in the interests of model railroading. Honorary members: W. L. Freeman, Fred Hufsmith, Dick Smith, Don Nicholls, Robert Richardson.
The following are the categories of regular membership:
Junior Membership:5 Available to applicants up to 18 years of age. Junior members shall have all the privileges of a Senior member with the exception of voting or holding office. The initiation fee for Junior members shall be $15, and the yearly dues shall be $5.
Senior Membership:6 Available to applicants 18 years or older. Senior members shall have all the privileges the club provides, so long as in good standing. The initiation fee shall be $25, and the yearly dues shall be $50.
Associate Membership:7 The spouse of a member in good standing shall be recognized as an Associate Member.
Honorary Membership: As set forth in Section 8 of Article IV.
Life Membership:18 The Board of Directors may admit to Life Membership, Senior members who have distinguished themselves by long term membership and notable service to the club. Life members shall have all the privileges the club provides.
The officers of this club shall be a President, a Vice-President, a Secretary, and a Treasurer. All officers shall serve for a term of one year, but may succeed themselves if properly elected.
The President shall preside over all meetings of the club and Board of Directors. He shall sign such contracts and/or instruments of writing as shall first have been approved by the Board of Directors.
In case of the absence of the President, or his inability to act, the Vice-President shall act as President.
The Secretary shall keep a record of the proceedings of the Board of Directors and membership meetings, shall make service of such notices as may be necessary or proper and shall discharge such other duties as pertain to the office, or as prescribed by the Board of Directors.
The Treasurer shall receive and safely keep all funds of the club, and shall deposit same in such bank or banks as may be designated by the Board of Directors. He shall keep proper and understandable records of the financial status of the club, and shall made reports of such status at business meetings of the club membership or Board of Directors, if requested. He shall discharge such other duties as pertain to the office, or as prescribed by the Board of Directors. He shall issue checks for the disbursement of club funds in accordance with the directives of the Board of Directors. The club checking account shall be maintained in such a manner that, in addition to the signature of the Treasurer, checks must also be signed by the President, or the Vice-President, or the Secretary to be valid. He shall sign certificates of membership and keep a roster of members in good standing.
ELECTIONS AND VOTING
An annual election of the Board of Director members and Officers shall be held during the month of January on a date determined by a majority of the Board of Directors. Officers and Board of Director members to take office immediately following the election.9
Nominations for all Officers of the club shall be limited to members comprising the Board of Directors, and nominations of members to be elected as Officers shall not be in order until all Board members have been elected.
The right to vote is granted exclusively to regular members in good standing. Honorary or Associate members may be granted the privilege of the floor, but may not vote.10
DUES AND FEES
Membership dues shall be payable annually in advance by the end of the first quarter of the calendar year. Nonpayment of dues shall automatically terminate membership at that date, excluding certain hardship cases to which exception may be made by the Board of Directors. Such exception to be entered in the minutes of the Board.11
Honorary and Life members shall not be required to pay dues or other fees.12
Applicants for membership shall, upon acceptance, pay the balance of the initiation fee which shall be separate and in addition to the regular dues.
COMPLAINTS AND GRIEVANCES
Any members having grievances which, if brought before any meeting of the club, might disrupt the harmony of such meeting shall be out of order, but the member shall be privileged to confer with the Board of Directors.
Any member having charges to prefer against a member or Officer of the club shall submit a verified complaint in writing to the President or the Secretary of the club, who shall promptly notify the Board of Directors of such a complaint. The Board of Directors shall give notice of a hearing on all such complaints to all parties interested, shall take all testimony and shall submit their findings, together with their recommendations for disposition of the charges, to the membership for final action. A two-thirds majority of those present and voting shall be required to expel or suspend a member or Officer.
ORDER OF BUSINESS
At the discretion of the presiding Officer, the following order of business shall be followed at all meetings:
- Call to order.
- Roll call of Officers.
- Reading of minutes.
- Report of President.
- Report of Treasurer.
- Report of Board of Directors.
- Report of committees.
- Report of Secretary and communications.
- Unfinished business.
- Election of Directors.
- Election of Officers.
- Installation of Officers.
- New business.
- For the good of the club.
Any section of these by-laws may be amended upon proper motion by a member at a regular business meeting of the club that such proposed amendment be submitted to a vote of the club membership, and upon such motion being carried by a majority of the membership present. The proposed amendment shall then be served in written form to the entire club membership by the Secretary, along with a notice of the date that the proposed amendment will be submitted for approval or disapproval by vote. A majority of the members present and voting, after notice as before mentioned, shall carry or defeat such proposed amendment.
1 Incorporated November 21, 1957.
2 As amended July 10, 1951.
3 As amended January 22, 2004.
4 Rescinded November 14, 1968.
5 As amended January 12, 2006.
6 As amended January 12, 2006.
7 As amended January 22, 2004.
8 Added January 22, 2004.
9 As amended April 6, 2018.
10 As amended January 22, 2004.
11 As amended January 18, 2000.
12 As amended January 22, 2004.
Originally transcribed by Rex Beistle
As amended at various Annual Meetings
Last amended at Quarterly Business Meeting April 6, 2018