This is the proposed constitution and bylaw for CARM. The original documents was very plain, and it didn't cover very much, almost nothing really, so it was decided that a new constitution was needed. A committee was formed as per the executive to draft a replacement documents. The documents included here is the result of this committee's work. The documents were presented to the executive and a few small adjustments were made to prepare for presentation to the membership. We are now doing that here on the CARM website in the members area.
The next step is to officially adopt the constitution and bylaw by means of a vote at the next Annual General Meeting, AGM. The AGM was scheduled to take place at the CARM convention in May 2020 in Toronto, but this meeting was cancelled due to the Covid-19 outbreak that has been expanding across the globe. As a result an AGM will be scheduled in the near future and it is anticipated that this meeting will take place on-line. Plans are being made and members will be informed as to the details of how this will be achieved.
For the time being we are presenting the documents here for you to review or download as a PDF file. This is the proposed version to be voted upon at the AGM. This document will be a starting point to cover many aspects of CARM direction and procedures. This will not be the only document as a set of By-Laws will be created by a committee, after the adoption of this document, that will cover the day to day operations of CARM that will include many topics including the membership structure and fees, the organization of chapter operations, newsletter operation and many more areas that require guidelines.
Please take a few minutes and review these documents as this will allow CARM to evolve and grow into the future.
1 Identity and Objectives
The name of the organization shall be the “Canadian Association of Railway Modellers” (hereinafter referred to as “CARM”).
CARM ‘s logo shall be:
The objectives of CARM are:
1. To foster fellowship among railway modellers primarily in Canada.
2. To provide a forum for the exchange of ideas and skills between railway modellers.
3. To promote the hobby of railway modelling primarily in Canada.
4. To be inclusive of all scales and interests.
5. To achieve the above objectives in a “not for profit” manner.
2 Membership
Membership of CARM shall consist of
a. Persons in good standing who have met the requirements of membership as established by the Board.
b. Persons designated by the Board to be Honorary or Life Members with conditions attached to those terms as shall be determined by the Board.
3 Board of Directors
CARM shall be governed by a Board of Directors hereinafter referred to as the “Board”.
3.1 Election of Directors
3.1.1 Members in good standing may nominate as a Director any Member with a minimum of 12 month’s standing who has consented in writing to serve as a Director. Such a nomination, agreed to by the Member and the nominee, will be delivered to the Board, in writing, by regular mail, by e-mail or by hand, at least two weeks before any Board, general or special meeting.
3.1.2 A list of Members standing for election as Directors will be distributed to the Board one week before any Board, general or special meeting.
3.1.3 Each potential Director may make an election statement of no more than 150 words. They must distribute this in writing to the Board prior to voting.
3.1.4 Directors shall be elected by the Board at any Board, general or special meeting. The number of elected nominees shall not exceed the number of vacancies as per s3.2.
3.1.5 Directors are expected to hold office for a minimum of one year. Directors can be removed by vote of the Board at any Board, general or special meeting.
3.2 Number of Directors
Directors of CARM shall consist of a minimum of 4 and a maximum of 15 Directors. The Board may appoint additional Directors during the year, as necessary.
3.2.1 Director and Officers positions are as follows.
The Board shall through nomination put forward any Director to fill the following positions with no one Director holding more than one of these positions:
a. Chair
b. Vice Chair
c. Secretary
d. Treasurer
In addition the Board may fill the following Officer positions by any Director or member in good standing:
e. Convention
f. Communications (Newsletter Editor)
g. Web Master
h. Membership
i. Chapter Support
The Board may create and fill other Officer positions as it deems necessary and may leave vacant or eliminate a position as it deems necessary.
3.3 The Board may establish sub-committees of the Board.
3.3.1 The sub-committee must consist of at least one Director or Officer.
3.3.2 The Board may co-opt other members of CARM to assist in the execution of sub-committee activities.
4 Roles and Responsibilities of the Board
4.1 A member of the Board shall fulfill the roles and responsibilities of the Board and the governance of CARM. Any Board member who does not attend at least fifty percent of the Board meetings over a reasonable amount of time, one year minimum, is subject to removal from the Board by a vote of the Board during any Board, general or special meeting.
4.2 The Board shall promote the objectives of CARM.
4.3 The Board shall make every effort to ensure the growth of CARM.
4.4 The Board shall ensure that CARM operates in accordance with the appropriate statutes and laws of Canada, the Provinces and Territories.
4.5 The Board shall determine a budget or budgets each year for CARM and determine what sources of funding should be utilized in the operation of the financial affairs of CARM.
4.6 The Founders shall be Founders emeritus and shall be entitled to attend any Board meeting or meeting of a sub-committee thereof but are not entitled to vote unless they are an active Board member holding a Director or Officer position. The Founders are:
John Johnston
Lex Parker, MMR
David King
Pete Moffett, MMR, HLM
5 By-Laws
The Board must approve all by-laws to regulate the conduct in all particulars of the affairs of CARM.
6 By-Laws Repeal
A by-law passed under s.5, a repeal, amendment or re-enactment thereof, is effective at the time of passage with a majority vote of the Board.
7 Governance by Directors
7.1 A majority of the Directors constitutes a quorum for transacting business.
7.2 At any meeting of the Board, a majority of votes decides any questions. Each Director has one vote. The chair of the meeting only votes to break a tie.
7.3 Any member of the Board who may have a conflict with an item of discussion shall declare their conflict at the meeting.
7.4 CARM shall hold at least three meetings of the Board each year.
7.5 At the direction of the Chair of the Board, the Secretary may call other meetings of the Board and by a simple majority vote of the Board may determine to call a general or special meeting of the Membership.
7.6 The Board may invite to its meetings, as non-voting participants, Officers, Chapter Chairs and any others as required.
8 General and Special Meetings of the Members
8.1 CARM shall hold, when possible, a general meeting, to be held during each fiscal year, but no later than two years after the previous general meeting. The annual financial statement(s) since the previous general meeting and any unpresented audited financial statement(s) shall be presented at the general meeting for approval by the members.
8.2 The Fiscal Year of CARM shall be September 1 to August 31.
8.3 CARM shall provide notice of not less than ten (10) days prior to any general or special meetings of Members. Notification shall be by electronic mail, newsletter publication and/or posting on the CARM website. Contact of the meeting by electronic or postal means will be attempted using the Member’s last known address as shown on the membership of CARM, unless waived by a Member.
8.4 General or special meetings may be called by the Board at their discretion or if they receive a petition from at least 20% of the members describing the reason for their request for a meeting and stating their motion to be brought before the meeting.
8.5 A quorum for any general meeting shall be the following:
8.5.1 any member of the Board in attendance and
8.5.2 as many other members as there are members of the Board (not limited to those in attendance), and
8.5.3 one (1)
8.6 Subject to the approval of the Members a notice may be sent by e mail or other electronic means instead of regular mail.
8.7 A majority of votes decides any resolution. Each Member of the membership has one vote on each resolution presented at a general or special meeting. The Chair votes only to break a tie.
9 Financial Affairs and Management
9.1 All funds of CARM shall be deposited in one or more bank accounts established for the purposes of CARMs’ business.
9.2 The Treasurer, and at least two (2) other Board members, shall have signing authority. The Board is required to approve financial transactions above a threshold of $200 unless previously approved in a previously accepted budget.
9.3 The Board must approve all expenditures, contracts and legal liabilities.
9.4 The Board shall appoint an auditor or auditors as required on a yearly basis, considered to be the term.
9.5 The Board shall, by resolution passed by at least two-thirds of the votes cast at a general or special meeting of which notice of intention to pass the resolution has been given, remove any auditor before the expiration of the auditor’s term and shall, by a majority of votes cast at that meeting, appoint another auditor for the remainder of the term.
9.6 The auditor shall make a report to the Members on the financial statement at a general or special meeting and state in the report whether in the auditor’s opinion the financial statement fairly represents the financial position of CARM for the period under review in accordance with generally accepted accounting principles applied on the basis consistent with that of the preceding period.
9.7 The report of the auditor to the Members shall be read at a general or special meeting and shall be open to inspection by the Members.
9.8 The Board shall lay before each general or special meeting of the Members for each completed financial year,
9.8.1 A statement of profit and loss,
9.8.2 A statement of surplus; and
9.8.3 A balance sheet.
10 Amendments
10.1 Amendments to the Constitution and/or by-laws may be made at a general or special meeting where two-thirds of the votes cast by Members in attendance at the meeting are in support of the amendment.
10.2 The Secretary must be given notice in writing of any amendment proposed. The amendment proposal shall be in the form of a “Notice of Motion” and shall be received at least twenty-one (21) days before the general or special meeting at which the amendment is to be considered and voted on.
10.3 The Membership will be notified of any proposed amendment(s) ten (10) days before the general or special meeting.
11 Winding Up of CARM
11.1 Any decision to wind up or dissolve CARM at a general or special meeting must be passed by a two-thirds majority of the votes cast by Members in attendance at the meeting.
11.2 Upon the winding up or dissolution of CARM, the assets which remain after payment of all costs, charges and expenses which are properly incurred in the winding up shall be distributed to such registered charitable organization(s) as may be determined by the Board at the time of winding up or dissolution.
11.3 This Constitution supersedes any previous constitution and by-laws.
Approved:
Approved by two-thirds majority + 1 vote: xxxx (Number of Members in attendance)
Effective date:
1.1 Definitions-
(a) In the by-laws of the Association:
(i) "Appoint" includes "elect" and vice-versa;
(ii) “Articles” mean the Constitution, this by-law and any additional by-laws that may be approved;
(iii) "Board" means the board of directors of the Association;
(iv) "By-laws" means this by-law and all other by-laws of the Association from time to time in force and effect;
(v) "Chair" means the Chairperson of the Board;
(vi) “Constitution” means the Constitution of CARM as approved by the Board and membership effective at the most recent date and to which these by-laws are supplementary and where they may be in conflict, the Constitution prevails;
(vii) "Meeting of members" includes an annual meeting of members and a special meeting of members;
(viii) “Members” means persons who have complied with the requirements for membership in the Association as defined in the Constitution and by the Board and whose names and recorded addresses are listed in the membership records and are currently in good standing;
1.2 Gender and Number. In this by-law, words importing the singular number include the plural and vice versa and words importing the masculine gender include the feminine and neuter genders.
1.3 Headings. The division of this by-law into articles and sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation hereof.
2.1 Shall be as defined in the Constitution.
3.1 Vacancies - A quorum of the directors may fill a vacancy among the directors, except a vacancy resulting from an increase in the maximum number of directors which requires a meeting of the members for approval.
3.2 Meetings - Meetings of the Board shall be held from time to time and in such manner as the Board may determine, which may include telephone or other communications facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and a director participating in such a meeting by such means is deemed to be present at the meeting.
4.1 Sub-committees of the Board - The Board may appoint sub-committees as defined in the Constitution and delegate to any such sub-committee such powers of the Board as it considers necessary.
4.2 Procedure - Unless otherwise determined by the Board, each sub-committee shall have the power to fix its quorum at not less than a majority of its members, to elect its chair and to regulate its procedure including form of meetings and voting procedures.
4.3 Approval – Decisions of a Sub-committee are considered as recommendations to the Board and shall have no authority until approved by the Board.
Limitation of Liability - Every director and officer of the Association in exercising his or her powers and discharging their duties shall act honestly and in good faith with a view to the best interests of the Association and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. Subject to the foregoing, no director or officer shall be liable for the acts, receipts, neglects or defaults of any other director or officer or employee, or for any loss, damage or expense happening to the Association through the insufficiency or deficiency of title to any property acquired for or on behalf of the Association, or for the insufficiency or deficiency of any security in or upon which any of the moneys of the Association shall be invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious acts of any person with whom any of the moneys, securities or effects of the Association shall be deposited, or for any loss occasioned by any error of judgment or oversight on his or her part, or for any other loss, damage or misfortune whatever which shall happen in the execution of the duties of their office.
6.1 Method of Giving Notice - Any notice to be given pursuant to the by-laws or otherwise to a member, director or officer may be sent by email, prepaid mail addressed to, or may be personally delivered to the latest recorded address as shown in the records of the Association.
6.2 Undelivered Notices - Where the Association sends a notice or document to a member in accordance with section 8.1 and the notice or document is returned because such member cannot be found, the Association shall not be required to send any further notices or documents to such member until such member informs the Association in writing or by email of such member's new address.
6.3 Omissions and Errors - The accidental omission to give any notice to any member, director, officer, auditor or member of a sub-committee of the Board or the non-receipt of any notice by any such person or any error in any notice not affecting the substance thereof shall not invalidate any action taken at any meeting held pursuant to such notice or otherwise founded thereon.
6.4 Waiver of Notice - Any member, director, officer, or member of a sub-committee of the Board may at any time waive any notice, or waive or abridge the time for any notice, required to be given to such person under any provisions of the by-laws or otherwise and such waiver or abridgement shall cure any default in the giving or in the time of such notice, as the case may be.
7.1 Establishment of Chapters and other sub-groups of Members – The Board may from time to time approve the formation of Chapters or other such sub-groups of members which shall be a grouping of members with similar geographic or other links to further the aims of the Association and the particular sub-group. Hereafter the term “Chapter” shall be used to describe the activities of Chapters and other such sub-groups whether or not their name incorporates the word “chapter”.
7.2 Chapters Operation - Chapters will operate within the guidelines established by the Board with their own appointed officers and organizational structure to ensure good governance.
7.3 Chapters Financial Authority – Chapters may raise and spend funds in support of their stated objectives subject to the Board having overall approval of the funding policy and funds management established by the Chapter.
7.4 Chapters Governance– Subject to the Chapter Rules established by the Board, Chapters will establish policies and procedures for operations and definitions of their geographic areas and/or other determining criteria for membership and provide copies of same to the Board. Reports of activities will be provided to the Board at least once yearly and preferably once each calendar quarter.
7.5 Chapters Membership – Any member of CARM has the right to join or leave any Chapter or Chapters regardless of geographic or any other restrictions. In respect of geographically defined Chapters any member within that Chapter area is by default a member of that chapter, unless they request to be removed from its membership.
7.6 Chapter Dissolution – In the event of dissolution of a Chapter either by formal notice to the Board or by non-reporting of activities for a period 6 months beyond that defined in Section 7.4, the Board may take over the balance of any financial assets of the Chapter.
CONFIRMED by the Board of Directors of the Association.
DATED 8th October 2020 (Date will be adjusted when accepted)
Chair:
Secretary: