Bylaws

By-Laws of the San Diego S Gaugers

Adopted June 22, 2009

Revised July 16, 2011

Revised April 18, 2015

Revised November 16, 2021

ARTICLE I: NAME

1.1 The name of the organization shall be the San Diego S Gaugers (SDSG).

ARTICLE II: PURPOSE

2.1. The purpose and intent of SDSG shall be to operate a fraternal club to promote model railroading using a scale of 1:64 (S-scale) and model railroading in general.

2.2. SDSG shall conduct activities to enhance public awareness, education and, appreciation of S-scale model railroading and operation of full, sized railroads.

2.3. SDSG shall construct a modular model railroad layout in support of the club’s purposes. This modular layout may be incrementally expanded, as decided by the membership.

2.4. Events promoting camaraderie and member’s enjoyment of the hobby of S scale model railroading will be scheduled from time-to-time, as decided by the membership.

2.5. It shall be the philosophy of the club to remain flexible and rational, willing and able to modify club objectives and standards when it makes sense to do so.

ARTICLE III: ADDRESS

3.1. SDSG will establish, maintain, and publish a mailing address and an e-mail address.

ARTICLE IV: MEMBERSHIP

4.1. Membership in SDSG is open to all interested persons willing to abide by these bylaws and any additional membership requirements (such as dues or participation requirements) duly established by the membership in conformance with these by-laws.

4.2. Members meeting all duly established club membership rules shall be considered members in good standing and shall be entitled to vote at the annual meeting and during regularly scheduled meetings, as set out below.

4.3. Club dues have been established and can be changed by a vote of the membership.

4.4. Membership in the National Model Railroad Association (NMRA) is required to become a member of the SDSG.

4.5. Whenever members are at any club function or anywhere else participating in any SDSG activities, they are expected to be professional, courteous, and dignified. Callous and intemperate remarks or actions of a discriminatory nature will not be tolerated.

4.6. The San Diego S-Gaugers prohibits discrimination on the basis of race, color, religion, sex, national origin, age, mental or physical disability, ancestry, sexual orientation, gender identity or expression. Also, SDSG prohibits discrimination based on marital status, civil union status, legally protected medical conditions, family care or medical leave status, veteran status, or any other basis protected by California of Federal laws.

ARTICLE V: ANNUAL MEETINGS

5.1. The first Annual Meeting will be held during the month following the adoption of these bylaws. Thereafter, meetings will be held yearly during January.

5.2. The Annual Meeting agenda will include the following:

a. Report on activities of the past year.

b. Plans and budget for the coming year.

c. Election of club officers

d. Other items the Membership wishes to address.

ARTICLE VI: REGULARLY SCHEDULED MEETINGS

6.1 SDSG shall conduct meetings of the membership on a regularly scheduled basis, nominally monthly.

6.2 The schedule of any meeting may be varied by a vote of the membership at any regularly scheduled meeting.

6.3 The membership may propose and enact additional rules deemed necessary to govern SDSG at any regularly scheduled meeting by a majority vote of the members present.

ARTICLE VII: OFFICERS

7.1. Officers of SDSG shall consist of President, Treasurer, Secretary and Standards Officer.

7.2. Election, terms, removal and vacancies of officers shall be as follows:

a. Officers shall be members in good standing of SDSG.

b. The term of office shall be 1 (one) year.

c. Officers shall be nominated and elected by the Membership at the Annual Meeting.

d. If an officer vacancy results from removal or resignation, then the vacated office shall be filled at the next regularly scheduled meeting of the SDSG Membership.

7.3. The President shall:

a. Have general active management of the business of the club.

b. When present, preside at meetings of the club.

c. See that orders and resolutions of the membership are carried into effect.

d. Sign and deliver in the name of SDSG, along with a co-signer, deeds, mortgages, bonds, contracts or other instruments pertaining to the business of SDSG; except in cases in which the authority to sign and deliver is required by law to be exercised by another person or is expressly delegated by the articles or bylaws to another officer or agent of SDSG.

e. Perform other duties prescribed by the Membership.

f. Prepare the next meeting’s agenda. Any member may submit an agenda item to the President prior to the President’s agenda submission deadline.

g. The President (or a designated representative) shall act as the sole authorized spokesperson for SDSG and shall represent the club at any community meeting, press interview or public gathering, unless otherwise decided by the Membership in a regularly scheduled meeting.

7.4. The Treasurer shall:

a. Keep accurate financial records for SDSG.

b. Deposit money, drafts, and checks in the name of and to the credit of SDSG in the banks and depositories designated by the membership.

c. Endorse for deposit notes, checks, and drafts received by SDSG as ordered by SDSG, making proper vouchers for the deposit.

d. Disburse SDSG funds and issue checks and drafts in the name of SDSG as ordered by the Membership.

e. Upon request, provide the President and the Membership an accounting of transactions by the Treasurer and of the financial condition of SDSG.

f. Perform other duties prescribed by the club President.

g. Provide the club with a monthly financial report.

7.5. The Treasurer will assume the duties and responsibilities of the President in the event the President is unable to attend a SDSG meeting or act as spokesperson for the club.

7.6. The secretary shall:

a. Record minutes of all meetings and shall provide members with an up-to-date Membership list of SDSG, as requested.

b. Maintain records of and, when necessary, shall send the minutes of the meeting to SDSG membership no more than (10) days after the meeting.

7.7. The Standards Officer shall:

a. Manage the development of all SDSG design standards for SDSG’s modular display layout and shall present fully developed standards to the membership for approval.

b. Maintain a master file of all approved SDSG design standards and furnish copies to members on request.

7.7. All officers shall be authorized signatory on SDSG accounts, checks and drafts. Two signatures shall be required on all SDSG disbursements over $100.00

ARTICLE VIII: MODULAR LAYOUT

8.1. SDSG shall support the construction of a modular layout that conforms to the S-MOD standards established by the National Association of S Gaugers (NASG).

8.2. SDSG may establish additional club design standards for the Modular Layout in cases where the S-MOD standards are silent or provide discretion. The Standards Officer, as described above, shall manage the establishment of such additional standards. The club shall endeavor to minimize its mandatory design requirements in order to give members' maximum freedom and encouragement.

8.3. SDSG shall itself undertake the construction of club-owned modules as approved by the membership at a regularly scheduled meeting. These club-owned modules shall conform to S-MOD physical and electrical interface standards, as implemented by SDSG, to any published SDSG Module Design Standards, and to any Recommended Practices approved by SDSG membership in a regular business meeting.

8.4. Individual members are encouraged to construct privately owned modules that will interconnect with and interoperate with club-owned modules. These privately, owned modules must conform to S-MOD physical and electrical interface standards, as implemented by SDSG, and to any published SDSG Module Design Standards. While members planning to construct SDSG conformant modules are encouraged to incorporate Recommended Practices adopted by SDSG membership, such Recommended Practices would not be mandatory for a privately, owned module to be considered SDSG conformant.

8.5. Privately owned modules that do not conform to SDSG standards may be included or excluded from the club’s layout during a particular event at the discretion of the SDSG event coordinator.

ARTICLE IX: AMENDMENTS

9.1. These By-Laws may be amended at any regularly scheduled meeting by a two-thirds vote of members present and voting, provided any proposed amendments were presented in writing at the previous regular meeting.

9.2. No changes will be made under 9.1 unless a quorum of not less than 50% of all members is present in person or by proxy for the vote.

9.3. The right to vote for an absent member by proxy will be evidenced by notification to the club President not less than one week prior to the meeting at which an amendment to these By-laws is to be considered, and by a signed proxy of the absent member naming the member authorized to cast his vote.

ARTICLE X: DISSOLUTION

10.1 Should it become necessary to disband the club, a two-thirds vote of the members present and voting shall be required to disband. The voting process shall follow the rules established in Article IX.

10.2 All assets of the club may be sold at a fair market price. The remaining assets and funds shall be donated to a tax-exempt, model railroad club or a tax-exempt, model railroad museum with similar interests and goals.

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