Gateway Division NMRA Regulations – Revised July 2021
Article I Name, Purpose and Legal Status
SECTION 1: The Gateway Division was organized as a subordinate body of the Mid-Continent Region of the National Model Railroad Association, Inc. The full legal name of the Division is the Gateway Division of the Mid-Continent Region of the National Model Railroad Association. The Gateway Division will hereafter be referred to as the “Division,” the Mid-Continent Region as the “Region,” and the National Model Railroad Association as the “Association.”
SECTION 2: The purpose of the Division is to promote fellowship among model railroaders, to educate them and the public about the hobby, to develop the various skills of the hobby, and in general to advance the hobby of model railroading. The Division shall pursue and achieve these purposes through publications, functions, and all other things necessary within the boundaries established by these Regulations and the Region. The Division is organized exclusively for educational, charitable, literary, and scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code. The Division shall not discriminate on the basis of race, color, or religion.
SECTION 3: The boundaries of the Division are the same as the boundaries of the United States Postal Service zip codes of 62001 through 62299, 62410, 62434, 62436, and 62801 through 62999 in Illinois and 63001 through 63399 in Missouri.
SECTION 4: The status of the Division is that of a subordinate body of the Region. The Division is a non-profit corporation organized under the laws of the State of Missouri. All actions taken by the Division, or by members acting under the authority of the Division, which substantially comply with these Regulations of the Division, shall be construed as acts authorized by the Division. In case of conflict between these Regulations of the Division and those of the Region, those of the latter shall be deemed controlling. These Regulations of the Division, and all amendments thereto, are and shall be subject to approval by the Region.
SECTION 5: The Division is the successor to the St. Louis Area Model Railroaders which is hereby merged completely, including all assets and liabilities, into the Division.
SECTION 6: These Regulations shall become binding only after approval by two-thirds of all members voting in a special election called for such purpose, and then subsequent approval by the Region.
SECTION 7: Functions of the Division include business meetings, meets, excursions, and all other organized activities, which help fulfill the stated purpose of the Division.
SECTION 8: No part of the net earnings of the corporation shall inure to the benefit of, or be distributed to, its members, directors, officers or other private persons except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered.
SECTION 9: No substantial part of the activities of the corporation shall be carrying on of propaganda or otherwise attempting to influence legislation and the corporation shall not participate in or intervene (including the publishing or distribution of statements) in any political campaign of any candidate for public office.
SECTION 10: The corporation shall not carry on any other 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 of 1989 (or corresponding provisions of any future United States Internal Revenue Law) or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1989 (or corresponding provisions of any future United States Internal Revenue Law).
SECTION 11: The Superintendent shall appoint a committee every ten years to review the Regulations and make recommendations for any necessary changes thereto. The effective date of these Regulations is the date indicated below.
Article II Membership and Fees
SECTION 1: There shall be one class of membership in the Division: Regular Membership. Only a member of the Association in good standing living within the boundaries of the Division is a member of the Division.
SECTION 2: Only Division members have the right to vote or hold office in the Division.
SECTION 3: The officers of the Division shall have the authority to fix fees for any services or products offered to members of the Division, members of the Association, or the public. Fees charged to members of the Division and members of the Association shall be the same. (Additional fees such as shipping costs may be assessed differently based upon the costs to the Division.) Fees charged to the public may, at the discretion of the officers, be higher than fees to Association members.
Article III Voting
SECTION 1: All amendments to this document and the election of the Directors shall be submitted to the membership for a vote. Any other matters as the Board of Directors decides shall also be submitted to the membership for a vote.
SECTION 2: The Superintendent shall appoint a three member Nominations Committee to which all nominations for the Board of Directors shall be submitted. The Superintendent shall also appoint a three-member Election Committee, which will manage the election, no member of the committee can be nominated for or be elected to the Board of Directors. All nominations for the Board of Directors shall be submitted to the Clerk in writing and signed by the Chairman of the Nominations Committee no later than October 1 of the year of the annual election. The Clerk shall then put all such nominations on a paper ballot and distribute one copy of the ballot to each member of the Division. The ballots shall be distributed no later than the third Saturday of November and shall bear the contact information of the Chairman of the Election Committee. To be valid, each such completed ballot must be received by the Chairman of the Election Committee no later than the second Monday in December. The ballots received by the Chairman of the Election Committee shall be held by the Chairman for counting by the entire Election Committee. The results of the election shall be faithfully presented to the membership by the Election Committee at the December meeting.
SECTION 3: Each ballot, in order to be valid, shall have upon it the statement “I certify that I am a member in good standing of the NMRA and that I reside within the boundaries of the Gateway Division” and shall bear the true signature of the member voting.
SECTION 4: All proposed amendments to the Regulations shall be submitted in writing to the Clerk. The Board of Directors shall vote upon whether to place the proposed amendment to a vote of the membership. If a majority of the Board of Directors approves submitting the proposed amendment to the full membership, the Clerk shall then distribute to each member a notice stating the wording of the proposed amendment for consideration by the membership and advising of a vote at the next business meeting.
SECTION 5: The right of petition shall be preserved. A petition must be submitted to the Clerk setting forth in easily understandable terms the issue for submission to the membership and shall contain the true signatures of at least ten members of the Division. If a petition meets these requirements, then the matter shall be put to a vote of the membership regardless of whether the Board of Directors approve of the petition.
Article IV Board of Directors
SECTION 1: The officers as set forth in Article V shall constitute the Board of Directors.
Article V Officers
SECTION 1: The officers shall consist of a Superintendent (President), Assistant Superintendent (Vice President), Division Director(s) (as authorized by agreement with the Region), Clerk (Secretary), Paymaster (Treasurer) and Past-Superintendent.
SECTION 2: The terms of office shall be for two years for all officers other than the Division Director(s). The Division Director(s) shall serve a three-year term of office. The Superintendent and Paymaster shall assume office at the end of the December meeting following election in even numbered years. The Assistant Superintendent and Clerk shall assume office at the end of the December meeting following election in odd numbered years. Division officers shall hold only one elected office but may serve as Chair in other appointed positions. All Officers will be limited to two consecutive terms of office. The Officers will deliver any records in their possession to their successors. The Superintendent will appoint a member to fill any vacant Officer position until an election can be held.
Non-elected Director, Past-Superintendent
This position shall have all the rights and privileges of a voting Director. It will be available to the immediate past Superintendent with the option of accepting or declining the position. If declined, the position will be left vacant.
SECTION 3: The general management of the Division shall be vested in the officers.
SECTION 4: The Superintendent shall preside at all meetings.
SECTION 5: The Assistant Superintendent shall assist the Superintendent, shall preside for the Superintendent in his or her absence and shall assume the office of Superintendent should it be vacated. In addition, the Assistant Superintendent shall take the minutes of all meetings from which the Clerk is absent.
SECTION 6: The Clerk shall take the minutes at all meetings and maintain the records of the Division.
SECTION 7: The Paymaster shall receive fees and function proceeds, shall keep a true record of the membership and each member’s standing, shall keep a true account of all funds received and disbursed, and shall render a proper accounting of the Division’s finances at each business meeting. The finances shall be subject to an annual audit and review by a properly qualified member of the Division who shall be appointed by the Superintendent.
SECTION 8: The Division bank accounts shall be those provided for non-profit organizations. There shall be only one checking account and whatever other accounts the membership, by vote, deems necessary.
SECTION 9: Disbursements for non-budgeted items must be approved by at least two officers.
SECTION 10: Meetings of the officers shall be conducted by any lawful manner.
SECTION 11: Administrative duties may be conducted by assistants, for whose conduct and actions their principals are responsible.
SECTION 12: If the Division Director fails to attend any meeting of the Board of Directors of the Region without assigning a proxy, then the Division Director shall immediately face a recall election as set forth in Article V, Section 16, and the sole question shall be whether the Division Director shall be retained. The failure to attend a meeting shall be “good cause” and no petition shall be necessary. The failure to attend is sufficient in and of itself to cause the recall. If the Division Director is not retained, the Superintendent shall appoint a successor until a special election can be held pursuant to the procedure set forth in Article III, Section 2. The time limits for the voting shall be set so as to allow sufficient time for the election to take place.
SECTION 13: The records of the Division, including, but not limited to, the minutes, list of assets or property, corporate papers, and legal documents, shall be kept by the Clerk. The Clerk shall turn over such records at the end of his or her term of office to his or her successor.
SECTION 14: In the event a Director is no longer able or willing to fulfill his or her duties, such as in the event of death, legal incompetence, severe illness, recall from office or resignation, the Superintendent shall appoint a member to fulfill the vacant office. The Superintendent shall only appoint a new Division Director for an interim period of time until an election shall take place to complete the remaining term of the Division Director.
SECTION 15: In order to recall a member of the Board of Directors for good cause, a petition must be submitted to the Clerk alleging the reason for the recall and containing the true signatures of at least ten members of the Division. Upon receipt of such a petition, the Clerk shall notify the Superintendent who shall appoint a three-member Election Committee, which will manage the election. The Clerk shall distribute to each member a notice of the recall election to take place at the next business meeting which is at least seven days after the distribution date of the notice of the recall election. The recall election shall take place by secret ballot and the recall is effective upon a vote of two-thirds of the members constituting a quorum. The Election Committee shall count the secret ballots and faithfully present the results to the membership. if the Superintendent or the Clerk is the member of the Board of Directors who is the subject of the recall petition, then the Assistant Superintendent shall perform the above-mentioned duties of the Superintendent and the Paymaster shall perform the above- mentioned duties of the Clerk. If the Superintendent is the subject of the recall petition and the recall passes, then the Assistant Superintendent shall automatically become the Superintendent and appoint an Assistant Superintendent.
SECTION 16: Should a member of the Board of Directors be suspected of misuse, misconduct, detrimental performance, breach of the Director’s fiduciary duties or malfeasance in office, the member of the Board of Directors is to be removed in accordance with the disciplinary procedures set forth in the current edition of Robert’s Rules of Order.
Article VI Meetings
SECTION 1: At least one business meeting shall be held each year in December.
SECTION 2: At any business meeting, a vote by the majority of the regular members in good standing in attendance, as recorded by the Clerk, shall be sufficient for the enactment of business.
SECTION 3: A quorum shall constitute those members of the Division at a meeting, after having a meeting announcement notice distributed, or those members of the Division which return a ballot within the prescribed time limit.
SECTION 4: The Clerk or Assistant Superintendent shall distribute the notice of all business meetings to each member and keep the minutes of all meetings.
SECTION 5: All meetings shall be conducted according to Robert’s Rules of Order.
SECTION 6: For any matter that arises and that is not governed by these regulations, the latest edition of Robert’s Rules of Order shall govern.
Article VII Dissolution
SECTION 1: Upon dissolution of the corporation, the Board of Directors shall, after paying or making provisions for the payment of all of the liabilities of the corporation, dispose of all the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the internal Revenue Code of 1989 (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determine.
SECTION 2: Any such assets not so disposed of shall be disposed of by the Circuit Court of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
SECTION 3: The Division expresses a preference that any assets not so disposed as set forth above be distributed to the Region, which is a not-for- profit corporation.
