Bylaws

1.1 The organization shall be known as the Black Canyon Railroad Museum, Inc. (hereinafter the Museum).

1.2 This Museum is organized to obtain to the maximum extent allowable the benefits of IRC § 501(c)(3) status as an educational, historical, and cultural entity.

1.3 The mission of the Black Canyon Railroad Museum, Inc. will be to promote the understanding of railroading in the Arizona Territory through the recreation of an artistic and historically accurate model in order to educate the public about railroading and the hobby of model railroading.

ARTICLE #2 – Membership

2.1 Membership in the Museum shall be open to anyone 18 years of age and older.

2.2 Anyone interested in joining the Museum shall submit a written application. Upon approval by the President, they shall be admitted as a probationary member.

2.3 A candidate for membership shall serve a probationary period. The President shall establish the length of the probationary period, which shall be not less than six months unless the President proposes, and the members of the Museum approve by a three-fourths vote, a shorter period. The probationary period must be completed before a prospective member may be admitted to full membership.

2.3.1 During this probation period the new member will work under the control and guidance of the President and the sponsoring member, who will be responsible for the actions of the probationary member.

2.3.2 At the end of the probationary period, acceptance of the new member will be decided upon by a two-thirds majority vote of the Museum membership at its first regular business meeting following the probationary period. No member shall be approved except upon the nomination of the President and the approval of two-thirds of the members of the Museum.

2.4 Membership in the Museum shall be restricted to 25 members.

2.5 Membership in the Museum may be revoked, subject to the approval of the Museum membership, as follows:

2.5.1 Membership may be revoked for any of the following reasons:

2.5.1.1 Nonpayment of initiation fee and/or dues.

2.5.1.2 Actions deemed detrimental to the well-being of the Museum, its facilities, or image in the community.

2.5.1.3 The consuming of alcoholic beverages, or the use of any form of narcotic on the Museum premises.

2.5.1.4 Violation of any of the rules and/or regulations of the Museum or its host location.

2.5.2 The President may suspend any member upon the President’s determination that the member has acted in a way that would justify revocation of membership pursuant to 2.5.1. The President shall notify member of his or her suspension and shall schedule a meeting of the Museum within forty-five (45) days of the suspension. During the suspension, the member shall not participate in any Museum activities or attempt to enter the Museum’s premises except when authorized by the President. At the meeting, the President shall set forth the grounds of the suspension and propose whether the member should have his or her membership revoked or if some other sanction is appropriate. The suspended member shall be allowed to speak in his or her defense and respond to the accusation. Thereafter, the suspended member shall leave the premises and the Museum shall vote on the sanction proposed by the President. The sanction proposed by the President shall be upheld if a majority of the Museum members voting vote in favor. If the President’s proposed sanction is not upheld, the members shall, by motion, determine an appropriate sanction, if any. The Secretary shall notify the suspended member of the Museum’s action and whether the suspended member is restored to membership, has had his or her membership revoked, or if some other sanction has been proposed. The suspended member may, upon learning of the proposed sanction, choose to resign his or her membership. A member whose membership is revoked or who resigns shall return to the Museum any keys or other property of the Museum and shall arrange with the President or Secretary to retrieve any of the member’s personal effects. A member whose membership is revoked or who resigns membership is entitled to no distribution or return of any monies, funds, or other materials provided to the Museum.

ARTICLE #3 – Classes of Membership

3.1 Member. A member shall be anyone 18 years or over listed on the Museum roster as a full dues-paying member and admitted to membership either as an organizing member or pursuant to the provisions of Article 2.

3.2 Probationary Member. A candidate for membership admitted by the President to probationary member status. A probationary member:

3.2.1 Is not allowed to have Museum keys.

3.2.2 Is not allowed to vote or hold office.

3.3 Honorary Member. An Honorary Member shall be:

3.3.1 Elected to this membership by nomination of the President and unanimous election by the Museum members.

3.3.2 Not required to pay dues.

3.3.3 Not allowed to vote or hold office.

ARTICLE #4 – Dues

4.1 All members of the Museum shall be required to pay the following dues and assessments:

4.1.1 Members:

4.1.1.1 Yearly dues in the amount of $240.00 if paid at a rate of $20.00 per month;

4.1.1.2 Yearly dues in the amount of $220.00 if paid in a lump sum prior to March 1 of each year;

4.1.1.3 Yearly dues in the amount of $240.00 if paid in one or more payments culminating with a final payment that is received after March 1 of each year.

4.1.2 Probationary Members: An initiation fee of $50.00 payable upon application for membership and approval for probationary membership by the President. Thereafter, probationary members shall pay dues at one-half the rate for members.

4.2 Delinquent Dues.

4.2.1 Dues are due and payable at the first meeting of each month. Dues are delinquent if not paid by the fifteenth day of the month after they due.

4.2.2 Members who are delinquent (see 4.2.1) may not vote at business meetings.

4.2.3 Members who are delinquent more than three (3) months dues shall be suspended by the President and proceedings commenced under Article 2 to revoke their membership unless the President determines to grant an extension of up to three (3) months. Once a member becomes delinquent more than six (6) months, their membership is automatically revoked.

4.2.4 No penalty will be assessed without notifying the member and giving them two (2) weeks to pay at least 50% of all dues outstanding.

ARTICLE #5 – Officers and Directors

5.1 Officers and directors of the Museum shall assume their offices at the first regular business meeting after the first of the year.

5.2 Officers and directors shall be members and will be elected to their posts for a term of one year.

5.3 The following are officers and directors of the Museum:

5.3.1 President

5.3.1.1 Shall be a member of the Museum.

5.3.1.2 Shall preside over all meetings of the Museum and the Board of Directors.

5.3.1.3 Shall be a signatory officer.

5.3.1.4 Shall appoint subordinate officers.

5.3.1.5 Shall supervise the actions of the other officers of the Museum.

5.3.1.6 Shall serve as a Director of the Museum and member of the Board of Directors.

5.3.2 Secretary

5.3.2.1 Shall be a member of the Museum.

5.3.2.2 Shall be a signatory officer.

5.3.2.3 Shall maintain a complete record of the Museum minutes and findings.

5.3.2.4 Shall serve as a Director of the Museum and member of the Board of Directors.

5.3.2.5 Shall fulfill the obligations of his or her office at the direction of the Construction Superintendent.

5.3.3 Treasurer

5.3.3.1 Shall be a member of the Museum.

5.3.3.2 Shall be a signatory officer.

5.3.3.3 Shall render a complete financial statement to the Museum membership at the first business meeting of each year, or whenever directed to do so by the President, Board of Directors, or membership.

5.3.3.4 Shall report to the President the name of any member delinquent in the payment of his or her dues and/or assessments.

5.3.3.5 Shall serve as a Director of the Museum and member of the Board of Directors.

5.3.3.6 Shall fulfill the obligations of his or her office at the direction of the Construction Superintendent.

5.3.4 Construction Superintendent

5.3.4.1 Shall be in charge of new construction, project assignments, adherences to Museum standards and project management.

5.3.4.2 Shall assist the President in the enforcement of the rules and regulations.

5.3.4.3 Shall assist the Board of Directors in the formulation of rules and regulations.

5.3.4.4 May delegate authority for project completion.

5.3.4.5 Shall make project status reports at each business meeting.

5.3.4.6 Shall serve as a Director of the Museum and member of the Board of Directors.

5.4 Additional Provisions Governing the Officers

5.4.1 No person may hold more than one officership or directorship at one time.

5.4.2 The incumbent President shall nominate the slate of officers/directors for the upcoming year. The President may nominate the incumbent officers for reelection. The members may nominate other members for any officer/director position, including President.

5.4.3 Elections shall be by ballot.

5.4.3.1 The nominee slated by the President for President shall be elected unless another candidate commands an absolute majority of the membership of the Museum, in which case that candidate is elected, or if another candidate receives more votes that the nominee slated by the President, in which case a runoff will be held between the nominee slated by the President and the candidate receiving the greatest number of votes. The individual receiving the greatest number of votes in the runoff shall be elected.

5.4.3.2 If the nominee slated by the President is elected, the other nominees slated by the incumbent President shall be elected unless another candidate commands an absolute majority of the membership of the Museum, in which case that candidate is elected, or another candidate receives more votes than the nominee slated by the President, in which case a runoff will be held between the nominee slated by the President and the candidate receiving the greatest number of votes. The individual receiving the greatest number of votes in the runoff shall be elected.

5.4.3.3 If the nominee slated by the President is not elected, then the slate proposed by the incumbent President is abolished and the members shall nominate members for the remaining offices. The member receiving a majority of the votes cast shall be elected. If no member receives a majority of the votes cast, then a runoff election shall be held between the two members receiving the most votes. In the case of a tie between the second and third place finishers, a runoff will be held to determine which individual faces the candidate receiving the most votes. In the case of a tie in the runoff, the President-elect shall select the winning candidate from the two tied candidates.

5.4.4 Referral of an officer decision to the Board.

5.4.4.1 Any member may refer an action of an officer to the Board of Directors of the Museum at the next regular meeting after the disputed action. The officer’s action shall remain in effect unless stayed by the President. Actions by the President pursuant to Article 2 may not be referred pursuant to this provision.

5.4.4.2 Any action of an officer referred to the Board of Directors shall be upheld unless a majority of the Board votes to reverse or modify the officer’s action.

5.5 The Board of Directors

5.5.1 The Board of Directors shall consist of the officers/directors listed in 5.3.

5.5.2 The Board of Directors shall have the following powers:

5.5.2.1 To appoint new officers and Directors upon the occurrence of a vacancy, subject to confirmation by the Museum at the next regular business meeting.

5.5.2.2 To enter into contracts for insurance, banking, or other necessary services on behalf of the Museum.

5.5.2.3 To formulate Museum policy and make final decisions regarding Museum projects and expenditures, subject to the authority reserved to the members of the Museum.

5.5.2.4 The board may establish different dues and assessment amounts and/or payment schedules in cases of financial hardship.

5.5.3 Actions of the Board of Directors shall be distributed to the members prior to the next regular meeting of the Museum.

5.6 Review of Board and Officer decisions by the membership.

5.6.1 Any member may refer an action of an officer or of the Board of Directors to the Museum at the next regular business meeting after the disputed action. The officer’s or Board’s action shall remain in effect unless stayed by the President. Actions by the President pursuant to Article 2 may not be referred pursuant to this provision, but must be addressed at the meeting mandated by Article 2; provided, however, that the President’s refusal to grant probationary membership status to a potential new member may be referred pursuant to the provisions of 5.6.3.

5.6.2 Any action of an officer or of the Board of Directors referred to the Museum shall be upheld unless a majority of the total membership votes to reverse or modify the officer’s or Board’s action.

5.6.3 The denial of probationary membership status to a candidate for membership by the President may be referred to the Museum membership at its next regular meeting. The action of the President shall be upheld unless two-thirds of the members vote to admit the prospective new member as a probationary member. If a probationary member is admitted pursuant to this provision, they shall serve a probationary period of one year before becoming eligible for membership.. After one year, the President shall make his or her recommendation to the membership.

5.7 Removal of officers/directors

5.7.1 By President

5.7.1.1 The President may remove from office any officer appointed by the President, with or without cause, upon notice to that individual. Such action shall be reported to the Board and Museum at the next meeting.

5.7.1.2 The President may suspend and recommend to the Museum membership any officer/director upon a finding of misfeasance, malfeasance or nonfeasance or upon finding that the officer/director has violated a condition of Article 2. The President shall give notice promptly of this action to the Museum members. At the next business meeting of the Museum or at a special meeting called for that purpose, the President shall outline his or her reasons for the suspension and recommendation of removal. If the suspended officer/director does not contest the President’s decision, the officer/director shall be removed and the President shall nominate a new officer/director pursuant to section 5.4 of these Bylaws. If the suspended officer/director contests the President’s action, the suspended officer/director may speak to the proposed removal. The members shall then vote whether to overturn the President’s action. The President’s action shall be sustained unless a majority of the members present vote to overturn the President’s action. If the members sustain the President’s action, the suspended officer/director is removed and the President shall nominate a new officer/director pursuant to Section 5.4 of these Bylaws. If the President’s action is not sustained, the suspended officer/director shall resume his or her position.

5.7.2 By action of the members.

5.7.2.1 An officer appointed by the President or an officer/director (collectively, officer/director) may be removed by the members for misfeasance, malfeasance or nonfeasance or upon finding that the officer/director has violated a condition of Article 2. A member wishing to prefer charges against an officer/director shall provide notice to the President or the Secretary, who shall place the charge on the agenda for the next regular meeting or call a special meeting, as appropriate. The accused officer/director hall be notified of the pending charge. At the meeting, the member proffering the charge shall outline the reasons why the officer/director should be removed. The officer/director may respond. The members shall then vote whether to remove the officer/director. The officer/director shall be removed only if two-thirds of the members present and voting, a quorum being present, vote to remove the officer/director. If the officer/director is removed, then a new officer/director shall be elected pursuant to Section 5.4 of these Bylaws. If the officer/director is not removed, the officer/director shall continue in their position.

ARTICLE #6 – Voting

6.1 Only members of the Museum in good standing will be eligible to vote. A simple majority vote of members present and voting shall be required for normal business. Meetings may be convened at the discretion of the President. A quorum shall consist of 51% of the active Museum members in good standing.

6.2 A sealed or e-mailed vote by proxy, forwarded to the Secretary, will be acceptable if a member is unable to attend the meeting at which the vote is to be held.

6.3 Election of officers/directors shall be at a special business meeting in December of each year called for that purpose. Two weeks advance notice shall be provided.

ARTICLE #7 – Meetings

7.1 The regular business meeting will be held on the second Friday of each quarter or as soon thereafter as possible within that quarter.

7.2 The President may call additional business meetings at his or her discretion. The Board may call additional business meetings by a majority vote. Twenty-five percent of the members may call a business meeting by filing a petition with the President or Secretary. Special meetings shall be announced at a prior gathering and emailed or mailed to all Museum members.

ARTICLE #8 – Purchase of Supplies and Equipment

All purchases of supplies or equipment for the Museum shall have prior approval as follows:

8.1 For expenditures of up to $100.00, prior approval from the President, Construction Superintendent, the Board of Directors or the Museum.

8.2 For expenditures of $100.01 up to $250.00, prior approval must be obtained from the Board of Directors of the Museum.

8.3 All expenditures of $250.00 or more must be approved by the Museum membership.

8.4 Alternatively, members working on an approved project may make purchases of supplies or equipment for the project up to the project budget in consultation with the Construction Superintendent or President.

ARTICLE # 9 – Amendment of Bylaws

Bylaws Amendments:

9.1 Should any part of the CORPORATE BYLAWS be found in need of amendment, addition, or deletion, such action shall be taken by a simple majority vote of the members present and voting, a quorum of the members being present at the meeting.

9.2 A quorum shall consist of 51% of the active Museum members in good standings.

9.3 Members are to be advised at least two weeks in advance of a vote on the content of the CORPORATE BYLAWS. This notification may be by announcement at a business meeting posting in the Museum premises, or email notification.