THE CONSTITUTION OF THE BRITISH REGION of the NATIONAL MODEL RAILROAD ASSOCIATION,
As approved by ballot on January 3rd 2018
The National Model Railroad Association (herein referred to as the NMRA) is an organisation founded in the USA in 1935 and now has a world-wide membership. In later years a number of organisations have been formed under the style of “— Region” to supplement the NMRA in smaller defined geographic areas – the British Region is one of these.
Article 1. Name
The name of the organisation to which this Constitution applies is the “National Model Railroad Association, British Region” and is referred to herein as the Region.
Article 2. Objects
The objects of membership of the Region are those set out in the NMRA Regulations (as included in the Executive Handbook of the NMRA), and in addition: to promote interest in prototype and model railroads; to encourage the construction of models according to standards provided by the NMRA; to provide a formal organisation to improve the fellowship of the members of the NMRA resident in the geographic area of Region; and to do such other things as are consistent with these objects.
Article 3. Geographic Area
The area of the Region is defined as England, Scotland, Wales, Northern Ireland, the Republic of Ireland, the Isle of Man, and the Channel Islands, together with the offshore islands under the same administrations.
Article 4. Membership
- Membership of the Region shall be within the following categories and not otherwise.
- Regular Member – A member of the NMRA, within the classes set out in the NMRA Regulations except in the classes of Family and Corporate, who is resident within the geographic area of the Region and has paid the relevant NMRA dues.
- Family Member – The partner or minor child of a member in good standing who has paid the relevant NMRA Dues.
- Region membership shall cease on resignation or on the lapse of NMRA membership, or as in C. below.
- If it should appear to the majority of the Directors of the Region that it would not be desirable that a particular person should continue in membership of, or become a member of the Region, they may by resolution terminate the membership or instruct that an application to join be refused, as the case may be, and the privileges attached to membership shall thereupon cease to be accorded to that person. Such a resolution of the Board of Directors shall be reported at the next general meeting of the Region and if the action taken is not approved by a majority of all Regular members present at that meeting the privileges shall be restored.
Article 5. Board of Directors
- The management of the Region shall be vested in a Board of Directors (BOD) consisting of the President, the Vice-President, the Secretary, the Treasurer, and the Membership Director.
- A person shall not be a Director unless he/she is a Regular member, normally resident in the geographic area of the Region and does not derive a substantial portion of his/her income from the model railroad hobby.A member of the NMRA Board of Directors or Executive Committee may not simultaneously be a member of the Region Board of Directors.
No person may hold more than one of the elected offices listed in Article 5.A. at any one time.
The office of President may not be held by one person for more than two consecutive full terms and that person may not again be eligible for election to this office until a further term has elapsed. (The word “term” in this Constitution is defined as running from one Annual General Meeting to the next.)
C. If during a term a vacancy occurs in any BOD position then an election for that office shall be held if there is a realistic time period before the next AGM. The BOD may co-opt a Regular member to temporarily fill the vacant position until an election can be held.
If the President ceases to hold office during a term, normally the Vice-President shall, if available, assume the office of President for the remainder of the term and the office of Vice-President shall thereupon become vacant. If the Vice President is not available then the BOD shall appoint an Acting President from within their number until an election can be held.
If the Vice President or any other member assumes the office of President mid-term then their two consecutive terms in that office, as specified in Article 5B, shall be calculated as starting at the next AGM.
- If a Director is unable to attend a meeting he/she may appoint another Regular member to speak and vote for him/her at that meeting.
- The BOD may ask one or more Regular members to attend any BOD meetings as necessary in order to assist the BOD with the management of the Region. Such additional attendees will not have BOD voting rights.
Article 6. Management
- No liability shall attach to the Region in connection with expenditure arising out of the unauthorised actions or failures of individual members.
- The detailed management of the Region shall be regulated by Bye Laws which shall be subordinate to and shall not conflict with these Articles of Constitution.
- All financial arrangements shall be under the control of the Treasurer who shall maintain adequate records and submit them annually for independent examination. The appointment of the Independent Examiner shall be confirmed at each Annual General Meeting.
- There shall be appointed at a general meeting an officer to be known as the Ballot Chairman who shall be responsible for the conduct of every election and ballot during his/her term of office and for the declaration of the results thereof. A Director shall not be eligible to act as Ballot Chairman, and the Ballot Chairman shall not be a candidate for election to Director during his/her term of office. The BOD shall not be empowered to dismiss a Ballot Chairman but if he/she resigns and a general meeting cannot be held before the next election or ballot the BOD may appoint a temporary Ballot Chairman for that election or ballot. For the Ballot Chairman to remain in office, his/her appointment shall be confirmed at each Annual General Meeting.
Article 7. Meetings
- There shall be held a general meeting, to be known as the Annual General Meeting, in September, October, November or December of each year, and unless it is impracticable such meetings shall coincide with the annual convention.In addition to the Annual General Meeting further general meetings may be called by the BOD.
- At least 21 days notice of the time and place of each general meeting shall be given to the Regular membership and no business transacted at such a meeting shall be valid unless the proper notice has been given.
C. No general meeting shall proceed unless (a) the number of Regular members present is at least 10 and is at least 5% of the total number of Regular members, and (b) the number of elected Directors (or their proxies) present is at least three.
- The right to vote at any meeting of the Region shall extend only to those persons who are Regular members, and not to Family members. In a vote on any proposal at a general meeting, that proposal shall be declared to have been approved if the number of votes in favour exceeds the number against.
- A member who is entitled to vote at a general meeting but who is unable to be present may appoint another voting member as his/her proxy to vote on his/her behalf at that meeting. The absent member must put such an appointment in writing, specifying the name and NMRA number of the sender, and identifying the date of the meeting and the holder of the proxy. The member holding the proxy must hand the letter of appointment to the person presiding before the commencement of the relevant meeting.No member may accept more than one proxy for any particular meeting. It shall be deemed that the absent member has advised the recipient on the limits of any discretion to be exercised during voting with the latter being responsible for keeping within these limits.
Article 8. Elections and Ballots
- The right to vote in any ballot shall extend only to those persons who are Regular members, and not to Family members.
- Not less than four months before each Annual General Meeting the Ballot Chairman shall arrange for a notice to be issued to all Regular members giving the date by which nominations for the offices of President, Vice-President, Secretary, Treasurer, and Membership Director for the next term are to be received by the Ballot Chairman. That date shall not be earlier than 21 days after the issue of the notice.
- Every nomination shall be signed by the proposer and a seconder and shall be accompanied by an acceptance by the nominee. The proposer, seconder and nominee shall all be Regular members.If only one valid nomination for any office is received, the Ballot Chairman shall thereupon declare that nominee duly elected.If more than one valid nomination for any office is received the Ballot Chairman shall conduct a ballot for that office in a fair and reasonable manner amongst all the Regular members at the time. The declared closing date for the receipt of completed ballot papers shall not be earlier than 21 days after their issue to members.In the event that no nomination is received for any of the offices of President, Vice-President, Secretary, Treasurer or Membership Director, a further closing date for nominations shall be published and the election procedure repeated for that office. Any retiring member of the BOD in a post for which no nominations have been received shall, if qualified and available and notwithstanding the term-limits specified in Article 5.B, continue in office until the election is completed.
In a ballot for the election of an officer the person receiving the highest number of votes shall be declared to have been elected. In the event of a tie the election shall be decided by a toss of a coin. The duly elected President, Vice-President, Secretary, Treasurer, and Membership Director shall assume office at a suitable moment during the Annual General Meeting, or as soon as practical if elected part way through a term.
- The BOD, or any group of Regular members comprising at least 5% of the Region membership, may require any proposal relevant to the management of the Region to be submitted to a ballot of the Regular membership.When such a ballot is required the Ballot Chairman shall conduct the ballot in a similar manner as for an election.
In such a ballot, the proposal shall be declared to have been approved if the number of votes in favour exceeds the number against. A proposal approved by ballot shall take precedence over a decision made at a meeting.
- Any change to this Constitution must be agreed at a general meeting and then ratified by a ballot of all Regular members.When a ballot is required on the Constitution the Ballot Chairman shall conduct such a ballot in a similar manner as for an election.In a ballot on a proposal to amend any part of this Constitution the proposal shall be declared to have been approved if the number of votes in favour of the proposal is either more than two-thirds of the number of valid votes received or more than one-half of the total number of Regular members at that time.
- Any proposal to wind up the Region shall be put to a ballot of the voting members of the Region. Such a proposal shall include details of the proposed winding-up procedure and shall not be carried unless the number of votes in favour is more than half of the total number of members entitled to vote at that time.