Name and Location
The name of the corporation shall be Virginia Train Collectors Association, (the “Corporation”). The principal office of the Corporation in the Commonwealth of Virginia shall be located at 3875 Mountain Road, Glen Allen, VA 23060, but may be changed by the majority vote of the Board of Directors.
Objectives and Purposes
The objectives and purposes for which the Corporation is formed are set forth in the Articles of Incorporation and herein.
Section 1: Objectives and Purpose. The Virginia Train Collectors Association is a membership organization established for the purpose of:
A. Providing a forum for members and the public for the education and exchange of information concerning all aspects of model railroading, including the art and history, education, collection, operation, preservation and general enjoyment of all aspects of model toy trains and toy train history and memorabilia.
B. Illustrating and educating the important role railroads played in the history and development of America and other countries, and
C. Engaging in such other related activities as may be desirable or required to fulfill its objectives.
The Corporation is organized and operated exclusively for charitable and educational purposes within the meaning of Sections 501(c)(3) of the U.S. Internal Revenue Code or corresponding section of the future federal tax code. No part of the net earnings of the organization shall inure to the benefit of or be distributable to its directors, officers, members, other private individuals, or organizations operated for profit (except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes as herein stated).
No part of the organization’s activities shall involve the carrying on of propaganda or otherwise attempting to influence legislation, and the organization 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.
The Corporation shall seek recognition as a tax-exempt organization under Section 501(c)(3) of the Internal Revenue Code or corresponding section of the future Federal Tax Code. The Corporation shall not discriminate against any person based on race, color, sex or religion.
The fiscal year of the Corporation shall be from January 1 to December 31 of each year.
The Corporation is an independent and autonomous membership organization and shall be governed by its Articles of Incorporation, these Bylaws, and its independent Board of Directors.
Section 2: Amendment of Bylaws. The Corporation Bylaws may be amended or altered by a 51% majority of Adult members voting at a designated membership meeting. All proposals to amend or alter the Bylaws shall be first presented to and approved by the Board of Directors for consideration and recommendation to the membership. The proposal shall then be published in the following two (2) membership meeting notices and voted on at the second membership meeting after the proposed amendment is first published. Implementation shall occur as approved by the membership.
Section 3: Prohibited Actions and Activities. Notwithstanding any other provision herein, the organization shall not carry on any activities not permitted by an organization:
A. exempt from federal tax under Section 501(a) of the Internal Revenue Code as described in Section 501(c)(3) of such Code (or the corresponding provisions of any future federal tax code);
B. described as Section 509(a)(3) of the Internal Revenue Code (or the corresponding provisions of any future federal tax code); or
C. where contributions to which are deductible under Section 1 70(c)(2) of the Internal Revenue Code, or corresponding section of any future federal tax code.
Section 4: Discrimination Prohibited. The Corporation shall not discriminate against any person based on sex, age, race, color or religion.
Membership
Section 1: Application and Acceptance to Membership. The membership shall be comprised of any person regardless of race, sex, age, religion or color interested in the purposes of the organization. The Board of Directors of the Corporation shall set the criteria for admission of an applicant as a member of the Corporation. The criteria may be amended by the Board of Directors at any time.
Section 2: New Members. New Members shall be admitted by the Board of Directors based on their satisfaction of the criteria established by the Board. The Board shall announce the names of New Members to the membership at the following membership meeting and in the following Corporation newsletter.
Section 3: Membership categories. The following membership categories have been established by the Board of Directors:
A. Adult Members. Members who are eighteen (18) years or older in good standing.
B. Youth Members. Youth membership comprised of any person under Eighteen (18) years of age. Youth members are not required to pay initiation fees or membership dues but must be sponsored by an Adult Member with the written approval of a parent or authorized guardian. Youth members are given their own membership number, are listed in the membership roster and may participate in all club activities and events and receive all communications electronically but shall not be eligible to vote for officers or hold elected office of the Corporation. Upon reaching the age of eighteen (18), youth members will automatically become Adult Members and fall under Adult Member requirements by paying annual dues.
C. Honorary Members. Membership status may be granted to an individual who has and continues to offer specialized contributions to the activities of the organization. The Board of Directors may approve and, when appropriate, cancel such memberships. Honorary members will have full access to all club activities, will be provided a member number and be listed in the membership roster. They will not be required to pay initiation fees or membership dues but will not be eligible to vote or hold elected office of the Corporation.
D. Charter Members. Charter Members are Adult Members who were the original founding members of the organization and were members on 4 November 1976.
E. Life Members. Life members are Adult Members who assisted the organization by paying a Life Member Dues during the formation and development of the organization and are no longer required to pay dues. Life membership shall be limited to nine (9) memberships, cannot be sold, transferred or bequeathed, and, upon the demise of a Life Member, the number of such memberships shall be reduced.
Section 4: Standards of Conduct. Members are expected to comply with the necessary standards of conduct as defined in the Policies governing Corporation sponsored events and meetings and all matters relating to Corporation affairs. Members should exhibit the highest level of courtesy and respect in all matters involving other members or the public. Any member who engages in activities or behaviors that are disruptive, abusive, violent or harassing or that interfere with or prevent the normal operation of Corporate events will be subject to disciplinary action by the Board of Directors. Members are encouraged in all dealings to abide by prevailing Description and Condition Standards of the Train Collectors Association (TCA) and shall be fair and prompt in all transactions, although the Corporation accepts no liability for any specific dealings.
Section 5: Termination of Membership. Any member not in good standing may have their membership terminated by the affirmative vote of two-thirds majority of the Board of Directors. A member shall not be in good standing if any of the following circumstances occur or apply: (1) failure to pay any dues or fees; (2) failure to satisfy the membership criteria established by the Board of Directors; or (3) engagement in business practices which the Board of Directors deems potentially harmful to the Corporation’s reputation. Members shall be given thirty (30) days written notice of the Board’s intent to terminate membership and shall be given the opportunity to respond to the basis for the termination of membership and be heard by the Board prior to the termination. Any member who is terminated for nonpayment of dues will have to pay the current initiation fee plus current dues if they desire to rejoin the Organization.
Section 6: Dues.
A. Dues shall be payable annually in advance of January 1 of each year in such amount as recommended by the Board of Directors and approved by the membership. An annual notice of dues shall be communicated in writing to members by October 1 of each year.
B. Any change in the dues recommended by the Board of Directors shall be published in the meeting notice for two consecutive issues and voted on by the membership at the next regular meeting. Approval shall require a 51% majority of members voting.
C. There shall be an initiation fee for each new applicant for membership. The amount of the initiation fee shall be established by the Board of Directors.
Section 7: Waiver of Dues. The Board of Directors shall be allowed the discretion to waive the annual dues for any member in good standing due to disability or other acceptable reason.
Board of Directors
Section 1: General Powers. Subject only to the provisions of the Articles of Incorporation and the applicable laws of Virginia in respect to non-stock corporations, the property, affairs and business of the Corporation shall be managed by the Board of Directors.
Section 2: Number and Election of Directors. The Corporation shall be governed by its Board of Directors whose powers and duties shall be set forth in the Bylaws. The Board of Directors shall consist of eleven (11) members elected at the Corporation Annual Meeting for a term of one (1) year beginning on the first day of the next fiscal year. The number of directors comprising the Board of Directors may be increased or decreased as set forth herein, but in no event shall be comprised of less than three (3) individuals and must be Adult Members in good standing of the Corporation. The Board of Directors shall consist of six (6) elected Directors at large, the immediate Past-President and the four (4) elected Officers, consisting of the President, Vice President, Secretary and Treasurer. The current President shall fill the position of Past-President for the following year. The President shall appoint a Nominating Committee consisting of three (3) members no later than three months prior to the Annual Meeting. The committee will nominate candidates for each office and present a slate of at least one candidate for each office. The Nominating Committee shall contact prospective nominees and determine that they will accept the office if elected. Nominations may also be made by members at the time of the Annual Meeting, provided, however, any nominee must have previously agreed to serve if elected. The Secretary shall provide a list of the committee’s nomination of officers along with the notice of the Annual Meeting. Member ballots submitted by signed statement prior to the meeting and those submitted at the meeting shall be tallied by the Nominating Committee. In the event the President is re-elected, the immediate Past-President’s seat on the Board of Directors shall be considered open and may be filled by the next year President as specified below. All elections shall be decided by a 51% majority of members voting and shall take effect at the beginning of the following fiscal year.
Section 3: Removal and Resignation of Board Members. Any member of the Board of Directors shall be subject to removal from the Board by a vote of two-thirds majority of the entire Board. Any Board member may resign as such by tendering his written resignation to the President to be presented to the Board for action. Resignations shall be final and such officer shall be relieved of further duties upon acceptance of the resignation by the Board. Any vacancies on the Board of Directors arising by reason of removal, resignation, death, annual rotation or for any other reason shall be filled by the President from the Adult Membership.
Section 4: Compensation. All Board Members shall serve without compensation for their services as Board Members but may be reimbursed by the Corporation for travel and out-of-pocket expenses reasonably incurred in connection with the affairs of the Corporation. Board Members shall not be disqualified from receiving reasonable compensation for professional, business, or other services rendered other than in the capacity of a Director.
Section 5: Quorum. A simple, majority (at least 51%) of the members of the Board of Directors shall constitute a quorum for the transaction of business, but, if less than a quorum shall be in attendance at the time for which a meeting shall have been called, the meeting may be adjourned from time to time by a majority of the Directors present, without notice other than by announcement at the meeting, until a quorum shall attend. A simple majority vote (at least 51%) of those present at any meeting shall be sufficient authority for any action, except where specified differently in the Bylaws. Board Members may participate in and be deemed present at the meeting by other than physical presence as authorized by applicable law.
Section 6: Annual Meeting and Notice Thereof. The Annual Meeting of the Board of Directors and the General Membership shall be held at a general membership meeting on the third Thursday of November in the County of Henrico, Virginia, or at such other time or place as the Board may prescribe and as may be designated in the notice thereof. Notice of the time, place and purpose of such meeting shall be sent by the President, Vice President, Secretary or Treasurer by hand delivery, regular mail, or electronic communications to each member of the Board of Directors and the General Membership at least sixty (60) days prior to the day fixed for such meeting. A quorum for the Annual Meeting shall be two-thirds of the Board of Directors and at least 20 members in good standing.
Section 7: Special Meeting and Notice Thereof. Special meetings of the Board for any purpose may be called at any time to be held at any place in the County of Henrico, Virginia, or in an-adjoining city or county, by any one (1) of the Officers or any two (2) members of the Board. Notice of the time, place and purpose of such meeting shall be sent by hand delivery, regular mail or electronic mail to each member of the Board at least ten (10) days prior to the time fixed for such meeting. Waiver of such notice may occur by written signed agreement of at least sixty (60) percent of the Board. At a special meeting, no business shall be transacted, and no corporate action shall be taken other than that referred to in the notice of such meeting.
Section 8: Action Without a Meeting. Unless the Articles of Incorporation or these Bylaws provide otherwise, actions required or permitted to be taken at a Board of Directors’ meeting shall not normally be taken without a called meeting of the Board. However, under unusual circumstances, actions may be approved if written, signed and dated consent is provided by at least two-thirds majority of the Directors. Such consent may be executed in separate counterparts and must be reflected in the Corporation minutes and filed with the corporate records. Action taken under this section can become effective only when the last required Director signs the consent and on the effective date specified in the action. Consent approvals signed under this section shall have the effect of a meeting vote and may be described as such in the minutes.
Other Committees and Appointments
Section 1: Other Committees and Appointments. Other committees may be created by the Board of Directors which may consist of members of the Board and general membership to achieve specific objectives and may impose duties and responsibilities as it may deem advisable. Examples of such committees include a Membership, Finance, Nominations and Events Committee, etc.
Section 2: Special Appointments. Special appointments may be made by the Board of Directors to include among others Historian and Archivist, Meet Manager, Presentation Coordinator, Event Manager, Magazine and Newsletter Editor, Web Manager and Web Master,
Officers
Section 1: Officers. The principal officers shall be the “President”, “Vice-President,” “Secretary” and “Treasurer” (the “Principal Officers”). The Principals Officers of the Corporation shall have such duties as generally pertain to their respective offices as well as such powers and duties as from time to time may be conferred upon them by the Board of Directors or as may be prescribed by these Bylaws as amended from time to time.
A. President. The President shall preside at all meetings, except in its absence the Vice President shall preside, and shall be the official spokesman for the Corporation. He shall ensure that the Officers and members meet at least annually or as he deems appropriate.
B. Vice President. The Vice President shall preside at all meetings in the absence of the President and shall assume any of duties as requested by the President.
C. Secretary. The Secretary shall record minutes at all meetings, keep records and perform duties generally associated with that office, including communicating minutes of appropriate meetings to the membership. The Secretary shall also oversee the processing of New Member Applications.
D. Treasurer. The Treasurer shall collect and disburse funds and be responsible for collection of dues. He shall be responsible for the asset bank records of the Corporation, provide monthly financial reports to the Board and members, ensure that liability insurance is maintained for the Corporation and perform duties generally associated with that office, including overseeing a Finance Committee and conducting an annual, auditable review for the members. The Treasurer shall also be responsible for issuing the annual IRS Form 990 filing to the federal government.
Section 2: Other Officers. The Board of Directors may create such other officers as it may deem necessary or convenient for the administration of the affairs of the Corporation. Such offices shall be filled by selection from among the members of the Board. The respective duties of officers elected pursuant to the provisions of this Section shall be such as may be directed by the Board or prescribed by amendment hereto.
Section 3: Removal and Resignation of Officers. Any officer of the Corporation may resign or be removed by the Board of Directors as any other Director as specified earlier in these Bylaws.
Indemnification and Elimination or Limitation of Liability
Section 1: Indemnification of Directors and Officers. Except as provided in Section 2 below of this Article, the Corporation shall indemnify every individual made a party to a proceeding because they are or were a Director or Officer against liability incurred in a proceeding if: (i) their conduct was in good faith; and (ii) they believed, in the execution of their official capacity, that their conduct was in its best interests; and (iii) they had no reasonable cause to believe, in the case of any criminal proceeding, that conduct was unlawful.
Section 2: Indemnification Not Permitted. The Corporation shall not indemnify any individual against his willful misconduct or a knowing violation of the criminal law or against any liability incurred by him in any proceeding charging improper personal benefit to him, whether or not by or in the right of the Corporation or involving action in his official capacity, in which he was adjudged liable by a court of competent jurisdiction that he improperly received personal benefit.
Section 3: Effect of Judgment or Conviction. The termination of a proceeding by judgment, order, settlement or conviction is not, of itself, determinative that an individual did not meet the standards of conduct set forth in Section 1 above of this Article or that the conduct of such individual constituted willful misconduct or a knowing violation of the criminal law.
Section 4: Determination and Authorization. Unless ordered by a court of competent jurisdiction, any indemnification under Section I of this Article shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the individual(s) is permissible in the circumstances because: (i) they met the standard of conduct set forth in Section 1 of this Article and, with respect to a proceeding by or in the right of the Corporation in which such individual was adjudged liable to the Corporation, he is fairly and reasonably entitled to indemnification in view of all of the relevant circumstances even though he was adjudged liable; and (ii) the conduct of such individual(s) did not constitute willful misconduct or knowing violation of criminal law. Such determination shall be made by the Board of Directors by a majority vote of a quorum of Directors not at the time parties to the proceeding or by special legal counsel selected by the Board of Directors.
Section 5: Advances for Expenses. The Corporation may pay for reasonable expenses incurred by any individual who is a party to a proceeding in advance of final disposition of the proceeding if: (i) he furnishes the Corporation written statement of his good faith belief that he has met the standards of conduct described in Section 1 of this Article and a written undertaking, executed personally or on his behalf, to repay the advance if it is ultimately determined that indemnification of such individual in the specific case is not permissible; and (ii) a determination is made that the facts then known to those making the determination would not preclude indemnification under this Article.
Section 6: Indemnification of Employees and Agents. The Corporation may, but shall not be required to, indemnify and advance expenses to employees and agents of the Corporation to the same extent as provided in this Article with respect to Directors and officers.
No Private Inurement and Dissolution
Section 1: No Private Inurement. The Corporation intends that no person serves as a Director or Officer for purposes of personal or pecuniary gain. Therefore, no part of the assets or net earnings of the Corporation shall inure to the benefit of, or be distributable to, any Director or Officer of the Corporation or any member, or otherwise benefit any person having a personal and private interest in the activities of the Corporation, except that reasonable compensation may be paid for services rendered for the Corporation. In paying such compensation, the Board of Directors shall consider any conflict, potential conflict, or appearance of conflict with the purposes of the Corporation. No Director or Officer of the Corporation or any member or private individual shall be entitled to share in the distribution of any of the corporate assets on dissolution of the Corporation.
Section 2: Dissolution. Upon dissolution of the Corporation, the Board of Directors shall, after paying or making provisions for the payment of all liabilities of the Corporation, distribute all assets for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code or corresponding section of any future federal tax code, or shall distribute all assets to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of pursuant to the order of any court of record with general equity jurisdiction in the city or county of the Commonwealth of Virginia where the registered office of the Corporation is then located, exclusively for such purposes or to such organization or organizations which are organized or operated exclusively for such purposes as such court shall determine.
Miscellaneous Provisions
Section 1: Examination of Books. The minute book of the Corporation and all audited or unaudited financial statements shall at all times during normal business hours be open to inspection by the Board of Directors or a Committee appointed by the Board or by any voting Members.
Section 2: Checks, Notes and Drafts. Checks, notes, drafts and other orders for the payment of money shall be signed by such persons as the Board of Directors may authorize, and when so authorized by the Board of Directors, the signature of any such person may be a printed facsimile.
Section 3: Conflict of Interest. The Board of Directors will draft and adopt a Conflict of Interest Policy which sets forth the policy with which all Directors, Officers and Members must comply.
Section 4: Liability Insurance. The corporation shall maintain adequate liability insurance to protect members of the Corporation and the Corporation at all organizational activities. Members are advised that they participate, display and deal at organizational functions at their own risk. The Corporation assumes no liability and implies no endorsement of vendor or member merchandise. Each member shall be responsible for members of their family and guests at all functions.
Section 5: Rules Governing Meetings. Robert’s Rules of Order shall be the parliamentary guide for all formal meetings, except where there may be conflict with these Bylaws.
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