O SCALE KINGS
BY-LAWS
&
CONSTITUTION
OF
O SCALE KINGS, INC.
ARTICLE I: TITLE
This organization shall be known as “O SCALE KINGS, INC.” The abbreviation “OSKER”, “OSK”, or “O Scale Kings” may be used as the shortened form of the official name.
Section 1. General Purpose
This organization shall be a corporation, the purpose of which shall be:
A. The promotion of O Scale to other modelers in the model railroad community in other scales.
B. The promotion of O Scale to the public who might be ready to become a model railroader, but have not yet made a scale decision.
C. The promotion of O Scale to the manufacturers, giving them direct access to information on what products that the O Scale community wants to buy. In return giving the O Scale manufacturers a direct access to their already existing market.
D. The promotion of O Scale two-rail model railroading.
E. The bringing together of persons interested in collecting and operating
O Scale two-rail model railroad trains and related items.
F. The education of members of the O Scale Kings by the holding of
meetings, maintaining a directory of members, and publishing periodicals
and other literature of interest to members, and otherwise providing
educational and information material not only to the membership of the
O Scale Kings but to historians and other interested persons as well.
G. The promotion of fellowship among members interested in and the
establishment of a primer for operating O Scale Trains and related
items to the mutual benefit of all members thereof.
H. The exhibition of O Scale Model Trains and dissemination of full
information regarding the manufacturer, history and mechanism of
O Scale Model Trains and related items and the repair thereof in
conjunction with individuals and other organizations.
Section 2. Definitions
A. O Scale is defined as 1:48 Proportion models running on 2 rail track.
Section 3. Corporate Organization and Purpose
A. This corporation shall be a non-stock corporation and non-profit corporation.
B. The corporation is organized exclusively for, and will be operated exclusively for one or more of the following purposes: charitable, educational, scientific and literary purposes as defined and limited by Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code, or the corresponding section by any future federal tax code.
C. No part of the net earnings of the corporation shall inure to the benefit of,
or be distributable 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 and to make payments and distributions in furtherance of the purposes set forth in Article Six hereof. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, 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, or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
Section 1. Qualifications
A. Qualifications of membership, right to membership, tenure of membership and obligations of membership in the O Scale Kings shall be entirely subject to and dependent upon on the provisions and exercise of authority herein contained, herein conferred by these By-Laws.
B. Membership shall be open to all who express an interest in O SCALE
MODEL TRAINS and/or the scope and purpose of this Corporation.
C. The Board of Directors may from time to time place such additional requirements and restrictions on the qualifications for membership as it may
deem necessary.
D. Membership shall be open to all regardless of nationality, race, creed, gender, or sexual orientation.
E. Only those members Eighteen (18) years or older shall be voting members of
the Corporation.
F. Any question as to eligibility of the person applying for membership shall
be referred to the Board of Directors and or membership committee.
Section 2. Applications
application and any other documents requested by the directors, officers or
membership committee.
establish classes of membership other than the class of memberships
identified in Section 3.
C. Membership of all classes shall expire on January 1st of the year following
the payment of dues.
Section 3. Classes of Members
A. Charter Members are those members, who were members of the
O Scale Kings as of the date of charter of the organization.
B. Regular Members are those members who joined the Corporation, pay
dues, and subscribe to the duties and regulations of membership.
ARTICLES IV - OFFICERS, DUTY, TERM OF OFFICE
Section 1. Officers
A. Officers of this Corporation shall be President, Secretary and Treasurer
and all legal age and all duly elected.
Section 2. Duties of Officers
A. The President shall be chief executive officer of the O Scale Kings and shall preside at all National meetings of the O Scale Kings and of the Board of Directors, except as otherwise stated and shall have the powers, duties and responsibilities usually vested in the office of President of a non-profit corporation. The President shall have general superintendence of all other elected or appointed officials and shall appoint and be a member ex-officio of all committees except as may be provided otherwise.
B. The Secretary shall attend and be responsible for keeping of minutes of
National meetings and Board of Director meetings. The Secretary shall
send notices of membership meetings and the minutes thereof to all members.
The Secretary shall perform such other duties, and receive remuneration
and expenses, as determined by the Board of Directors.
C. The Treasurer shall keep the financial records, receive all monies and pay
bills, and issue financial reports as required and prescribed by the
Board of Directors. The Treasurer shall receive remuneration as
determined by the Board of Directors.
Section 3. Term of Office and Vacancies
A. The term of office of President, Secretary and Treasurer shall run for a two
year term. The term of office to begin January 1 immediately following
their election. The President and Secretary shall be elected in even number years and the Treasurer shall be elected in odd number years.
B. If any office shall become vacate, the office shall be filled by the Board of Directors for the remainder of the term.
ARTICLE V - BOARD OF DIRECTORS
Section 1. The Board of Directors shall consist of:
A. President, Secretary and Treasurer.
B. Three Directors elected at large.
C. The immediate Past President.
Section 2. Board of Directors Meetings
which shall be sent to each Board member by the Secretary, together with
an Agenda, not less than twenty days prior to the meeting. A quorum
shall be one-half of the Board’s membership, two (2) of whom must be the
President, Secretary or Treasurer.
B. A special meeting of the Board of Directors may be called at any time by the President, Secretary, or by three (3) members of the Board of Directors, providing that notice of said meeting is sent to each Board member, together with an agenda, not less than thirty days prior to the
meeting.
C. In addition to the Regular and Special meetings as set forth in Sections A
and B of this Article. Board meetings may take place by telephone
conference call. Quorum requirements for telephone conference call
meetings is as stated in Article V. Section 2A.
D. The Board of Directors shall take action only as follows: (1) By majority
vote at a Regular or Special meeting in the usual fashion; or; (2) By
majority vote in the usual manner at a meeting held by telephone
conference call in which all members can hear each other.
E. Minutes of all Board meetings must be mailed by the Secretary to all
Board members within 60 days after each meeting. Minutes of any
meeting of the O Scale Kings or of the Board of Directors shall be mailed
to any member of the O Scale Kings who request them within one hundred twenty days of said meeting, which minutes may be briefed and condensed. The minutes of all meetings shall be posted on the OSK web site.
Section 3. Term of Office of Directors
A. Directors shall serve a term of two years and may serve two
Consecutive terms if re-elected. Two directors will be elected in odd
numbered years and one director will be elected in even numbered years.
even office holders.
B. The Past President as set forth in Section 1C of this Article, shall serve until replaced by his or her successor.
Section 4. Duties of the Board of Directors
The Board of Directors shall have full power to manage the business and affairs
of the O Scale Kings except where otherwise provided in these By-Laws. The Board of Directors shall conform to definite orders and instructions as may be given to it by the members of the O Scale Kings as provided by Article XIII.
Section 1. Definitions
A. No member shall hold two National Offices (defined as President, Secretary, Treasurer) either elected or appointed, or two seats on the National Board of Directors simultaneously.
B. No member shall hold two National elected offices simultaneously.
Section 2. Resignation of Officers
submitted to the President in writing, and shall be subject to acceptance by
the Board of Directors.
Section 3. Re-Election of Officers and Directors
A. All officers and directors may serve three consecutive terms.
ARTICLE VII - APPOINTED OFFICIALS
Section 1. The Board of Directors shall appoint an Editor for the publication of any periodical of O Scale Kings, assigning such duties and responsibilities as may be deemed appropriate.
The Editor shall serve for one year from date of appointment and may be re-
appointed from year to year, subject to review by the Board. The Editor shall
receive remuneration as determined by the Board of Directors.
Section 2. The Board of Directors may retain legal counsel to act in behalf of the O Scale Kings in matters where legal counsel and advice are necessary for the best interest of the O Scale Kings.
Section 1. Nominations for National Officers and Board of Directors shall be filed with the National Secretary (with a copy to the National President) no later than September 30th of each year. Nominations shall be submitted by the nominations and elections committee referred to in Article XI, Section 6 and by any regular member of the corporation if accompanied by a written statement by the nominee that if elected he or she will serve. All nominations are to be confirmed by the BOD. All nominees for Officers and Directors shall be members in good standing of the O Scale Kings.
Section 2. A selected and designated member of the BOD, who is neither a National Officer,
nor on the ballot shall cause a ballot to be prepared with a provision for
write-ins to be mailed on or before October 31st to all members in good standing.
Ballots shall be returned postmarked not later than December 1st.
Section 3. Ballots shall be mailed by the membership directly to the Secretary. A plurality of all valid votes cast shall decide those elected to office. The Secretary shall notify immediately the newly elected officers and Board of Directors.
Section 1. Annual Meeting
An Annual Meeting shall be held in conjunction with the O Scale National Convention or at a time and place that this is set and determined by the Board of Directors. A quorum for the membership meeting shall be the majority
of the membership present.
Section 2. Business of Annual Meeting
A. Introduce the Nominees for office for the fiscal year beginning
January 1 if the Nominees have been selected.
B. Receive reports from Officers and Committee Chairpersons.
C. All matters brought before it may be discussed. Such matters that a majority of the members at the membership meeting take exception to shall be submitted by mail to the entire O Scale Kings membership for vote. A simple majority of the ballots cast shall affirm or deny any proposition. The ballot shall be included in tear out form in the next issue of the Newsletter immediately following the Annual Meeting. Ballots shall be returned to the National Business Office for tabulation. The return envelope shall be provided by the O Scale Kings and be in the same format as that for election of officers, except no inside envelope shall be required. Ballots must be postmarked within 60 days after mailing from the Business Office. Tabulations shall be made, and results must immediately be sent to the Board of Directors and Officers and be published in the subsequent issue of the Newsletter.
D. Proposed changes in By-Laws and changes in dues shall be referred to the entire membership as provided under Article XVI.
Section 3. Meeting Notice
Written notice of any special or regular meeting shall be sent to each member of
record eligible to vote at such meeting, no less than ten days prior to such
meeting.
Section 4. Parliamentary Procedure
Parliamentary rules as set forth in most current edition of “Roberts Rules of
Order Newly Revised” shall govern all meetings of the O Scale Kings.
ARTICLE X -FUNDS AND FINANCES
Section 1. The fiscal year shall begin January 1 each year.
Section 2. Dues shall be payable annual in advance on the membership anniversary date of
January 1st each year in such amount determined by the membership.
Section 3. Application fee shall be determined by the Board of Directors as deemed
appropriate.
Section 4. All monies received shall be deposited by the Treasurer as per the direction of
the Board of Directors.
Section 5. The Treasurer and other officers as required shall be Bonded if prescribed by
the Board of Directors.
Section 6. Accounts and funds of the O Scale Kings shall be audited annually as directed by
the Board of Directors, and at any other time when the Board of Directors shall
deem necessary.
Section 7. A. The Board of Directors shall present annually to the members an Annual
Report.
B. The annual report of the Board of Directors shall be filed with the minutes of the meetings of members.
ARTICLE XI - COMMITTEES
Section 1. The President shall appoint Standing Committees of O Scale Kings.
Except as otherwise provided in this Article, appointment of committees and
Committee members, shall be with the advice and approval of the Board of
Directors. Except as otherwise provided in this Article, appointment of
Committees and Committee Members, by the President shall be with the advice
and approval of the Board of Directors.
Section 2. Standing Committees shall be annual, however, appointees may serve more than one year on the Committee.
Section 3. The President may appoint Special Committees temporary in purpose, reason or convenience. Special Committees shall be vacated when the President who appoint them goes out of office. Special Committees shall report to the President
as he or she may direct.
Section 4. A. Standing Committees shall consist of a chairman and other members of O Scale Kings as appointed by the President, one member of whom shall be a member of the National Board of Directors.
B. Special Committees shall consist of a chairman and other members of O Scale Kings as appointed by the President, none of whom shall necessarily be a member of the National Board of Directors.
Section 5. Finance Committee
A. The Committee shall review the revenues of the O Scale Kings and propose a budget for the following fiscal year.
C. The Committee shall study the dues and fees received by the O Scale Kings and make recommendations to the Board of Directors regarding their amounts.
D. The Committee shall include the Treasurer of the Corporation.
Section 6. Nominations and Elections Committee
A. This Committee shall be comprised of all the members of the National Board of Directors, chaired by the Immediate Past National President and he/she or his/her designate shall serve as Election Supervisor. In the absence or disability of the Immediate Past National President, the next in line to chair the meeting shall be, in succession of years from office, the Immediate Past National President’s predecessor and his predecessor’s predecessor.
B. This committee shall supervise the entire nominating and elections process.
C. The Committee shall convene at the Annual Meeting and its work should be
in accordance with Article V.
D. The Committee is to review the nominations and their action is to be only
one of review to determine if the member nominated is a member in good
standing in the organization. There are no other conditions for nomination
to the offices.
Section 7. Public Relations Committee
The appointed Committee may make studies and recommendations to the Board
of Directors regarding external publicity of the O Scale Kings.
ARTICLE XII - CORPORATE SEAL
Section 1. Permission for use of the O Scale Kings seal by other than official entities of the
O Scale Kings must be obtained from the Board of Directors.
ARTICLE XIII - INITIATIVE AND REFERENDUM
Section 1. The membership shall have the right of petition to have any proposition
submitted to the entire membership for a vote by mail. Such petition shall
contain the exact wording of the proposition and shall contain the signatures of at
least 5% of the voting members of the O Scale Kings.
Section 2. The total time for circulating a Petition and submission to the Secretary shall be
seventy-five (75) days. Within five (5) days after the initial circulation, a copy
of the Petition shall be submitted by an originator of the Petition to the Secretary
which shall be endorsed with a statement certifying the date of commencement
of circulation. If submitted by mail the copy of the Petition or completed
Petition shall be sent by certified mail and shall be deemed submitted as of the
date mailed.
Section 3. The proposition to be submitted to the membership shall contain one (1) question or one (1) proposition capable or worded in such a way that it shall be answered
with a yes or no vote.
Section 4. The Board of Directors shall have twenty-five (25) days from the date of receipt
of the final petition by the Secretary to formulate its position on the question or
referendum. Its position shall be contained on one 8 ½ in. x 11 in. sheet of
paper, both sides. This position shall accompany the ballot to the membership.
Section 5. If the proponents of the initiative or referendum desire to communicate a position
to the membership, they may at the time of submission of the petition submit to
the Secretary a statement of their position contained on one 8 ½ in. by 11 in. sheet of paper, both sides, which the O Scale Kings shall print and which shall
accompany the ballot, or they may at any time prior to mailing of ballots
request and be given free of charge one (1) complete set of mailing labels for purposes of mailing a position statement to the membership.
Section 6. The Secretary, in any event, shall within ten (10) days of receipt of the final
Petition determine the validity of the Petition and so notify its originator and if it
is valid shall cause a referendum ballot to be prepared and mailed on the 45th day
after actual receipt of the final Petition. The ballots should be returned
postmarked not later than 20 days after the ballots are initially placed into the mails as aforesaid.
Section 7. The question or proposition shall be worded in such a way so that in order for
the action or decision proposed to be approved, 2/3 of the ballots returned must
contain a yes vote.
Section 8. There shall be only one referendum on a question or proposition.
ARTICLE XIV - RULES AND REGULATIONS
Section 1. All Rules and Regulations as set forth by the Board of Directors shall apply to all
O Scale Kings members, functions, and meets.
Section 2. Failure of individual members or groups of members to adhere to the Rules and
Regulations of the O Scale Kings may result in disciplinary action for the offending members as determined by the Board of Directors.
As a not for profit corporation under 501 (c)(3) of the Internal Revenue Act, the O Scale Kings shall indemnify each director, officer, and/or agent under them together with each former director, officer and/or agent under them who was or is made party to or a witness in or have been threatened to be made a party to or a witness in any pending or completed action, suit or proceeding whether civil, criminal, administrative, investigative, etc. to the greatest extent allowed by law by reason of the fact that the person is or was an authorized representative of the O Scale Kings. The O Scale Kings shall pay, provided the O Scale Kings is given notice, which may give rise to indemnification early on so potential indemnification is subject to authorization by Board of Directors. The O Scale Kings will pay the expenses, including attorneys fees and disbursements, judgments, fines and amount paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding of any of the above authorized persons. If the Board of Directors deem it necessary, the O Scale Kings shall purchase and maintain insurance to protect against liability, cost or expense incurred with in connection with any such action, suit or proceeding.
ARTICLE XVI - AMENDMENTS
Section 1. Amendments to these By-Laws shall be submitted to a quorum of the full Board
of Directors at any regular or called meeting of the Board or by written request
for consideration by the Board. Upon favorable action by the Board and notice
duly given by publication in a publication, the amendments shall
be submitted to the entire membership for ratification by mail ballot. If a majority
of the ballots returned are affirmative, the amendments shall be approved.
ARTICLE XVII - ADOPTION OF BY-LAWS
Section 1. These By-Laws shall become effective 6/1/2005.