NASG By-Laws

ARTICLE I

  1. The Corporation may have such offices at such other places as the Board of Trustees may from time to time select, or as the business of the corporation may require. (Amended 08/2001)
  2. The post office address to which the Secretary of State of the State of New York shall mail any process against the Corporation served upon him is c/o Michael R. Ferraro, CPA; 278 Route 34; Matawan, New Jersey 07747. (Amended 03/2012)

ARTICLE II - AUTHORITY AND PURPOSE

  1. The authority of the written By-Laws is derived from the Constitution of the NASG under ARTICLE VIII, entitle "By-Laws," and further by the statutes of the State of New York.
  2. The purposes of the By-Laws are:
    1. To set down rules which are to be followed in regulating the general affairs of the corporation.
    2. To advise rights, duties, and powers of the membership and officers in relation to the corporation and among themselves.
    3. To make legal provision for a ballot on any matter which in the judgment of the membership may be necessary and proper.
  3. The Appendices to the By-Laws shall carry the same weight and authority as the recorded By-Laws, and they may only be modified, amended or removed by adhering to the same rules that apply to the recorded By-Laws.

ARTICLE III - MEETINGS

  1. The host for an annual convention shall be selected by a majority vote of the Board of Trustees from submitted bids. All subsequent aspects of a planned convention shall then be coordinated through the NASG Convention Committee.
  2. The annual convention shall not be hosted by the same organization who was host the previous year, unless, in the judgment of the Board of Trustees, no other bona fide bid has been received by the limiting date.
  3. The annual convention shall be held no earlier than 1 June and normally no later than 15 September each year. The annual convention shall not be held on the same date as the annual conventions of the NMRA and TCA, except in the case of the NASG annual convention being held in conjunction with either the NMRA or TCA national convention. (Adopted 07/1986)
  4. Any region of the NASG may organize and sponsor a regional NASG convention to be sanctioned by the NASG.
  5. All conventions sanctioned by the NASG shall be organized in accordance with applicable NASG convention procedures.
  6. Every effort shall be made to obtain maximum attendance at meetings of the Board of Trustees, the Executive Council, and convened Committees. If a majority is not present, or if it is deemed that full representation is necessary to decide an issue even though a quorum is present, a prompt mail vote will be taken of the absent members. The receipt of a mail ballot on any question shall be construed as notification of a vote, and such votes returned within thirty days of receipt shall be counted.
  7. Only NASG members in good standing shall be in attendance at the annual business meeting and only those voting members present shall participate in a voice vote. (see Appendix A)
  8. The order of business at the annual business meeting of the membership shall be as follows:
    1. Calling the meeting to order
    2. Reading of the minutes of the last previous annual meeting
    3. Report of the Executive Council
    4. Report of the committee chairmen
    5. A report of old business
    6. Installation of officers
    7. A report of new business
    8. Voice from the floor
    9. Adjournment
  9. The NASG will, as a matter of assistance, make available to the group hosting the annual convention, an advance of funds to enable the host organization to be able to properly organize and prepare for the convention. In the event the hosting group finds, at the close of the convention, a financial loss was incurred, the NASG Board of Trustees shall consider, after the host organization has submitted financial documentation to the Treasurer, equally sharing the loss with the host organization up to the amount advanced to the host organization. If the amount exceeds twice the amount advanced to the host organization, the NASG Board of Trustees may, after reviewing the documentation, increase the NASG funding to help defray the loss. (Adopted 03/1980).

ARTICLE IV - REGIONAL ORGANIZATION (Adopted 07/1980)

  1. There shall be three NASG regions as follows:
    1. Eastern Region - The states of Alabama, Delaware, Connecticut, Florida, Georgia, Kentucky, Maine, Maryland, Massachusetts, Mississippi, New Hampshire, New Jersey, New York, North Carolina, Ohio, Pennsylvania, Rhode Island, South Carolina, Tennessee, Vermont, Virginia, West Virginia, District of Columbia, Maritime Provinces, Quebec, Ontario and Europe.
    2. Central Region - The states of Arkansas, Illinois, Indiana, Iowa, Kansas, Louisiana, Michigan, Minnesota, Missouri, North Dakota, Nebraska, Oklahoma, South Dakota, Texas and Wisconsin.
    3. Western Region - The states of Alaska, Arizona, California, Colorado, Hawaii, Idaho, Montana, New Mexico, Nevada, Oregon, Utah, Washington, Wyoming and the Provinces of Alberta, British Columbia, Manitoba, Northwest Territories, Saskatchewan, the Yukon and Australia.
  2. The Board of Trustees shall reserve the right to apportion members of the NASG located in areas not supportive of a regional organization into existing regions.

ARTICLE V - NOMINATIONS, NOTICES, BALLOTS, VOTING

  1. Nominations for elected officials shall be submitted by each candidate to the Chairman of the NASG Elections committee, as set forth in the Constitution. (Adopted 07/1986)
  2. The Elections Committees shall complete a list of candidates, reserving the right to place additional names into nomination. The Elections Committee shall then forward the list of nominees, including a brief resume on each candidate, to the Secretary.
  3. The Secretary shall present the list of nominees to the Board of Trustees, and prepare a written ballot. The ballot shall include the name of each candidate, a list of his qualifications, and provision for a write-in candidate.
  4. The Board of Trustees shall have published, prior to an election, all nominations for office and other matters which will appear on the ballot. The ballot shall be mailed to arrive on or before April 15 each election year either by first-class mail or by sending with the NASG "Dispatch", as determined by the BOT addressed to each voting member as of April 1 of the election year at his last known address as shown on the records of the Treasurer. In election years when the ballot is sent with the NASG "Dispatch", for any new members between the "Dispatch" deadline and April 1 the Membership Secretary will be provided with and send out ballots to those members. The notice for a general election shall be included on the ballot. The ballot shall have the address where to send it.
  5. Only completed mail ballots returned to the Secretary postmarked before midnight, May 15 and received before midnight May 30 of the election year, shall be counted. (Adopted 01/1981, Revised 07/1986)
  6. Questions to appear on the ballot shall be as determined by petition from the membership, as set forth in these By-Laws.
  7. Neither the Secretary, nor any member of the election committee, shall divulge any of the election results prior to May 31 of the election year.

ARTICLE VI - OFFICERS

A. The President shall perform the usual duties of such offices. He shall preside at the annual business meeting and at meetings of the Executive Council and the Board of Trustees. He shall sit as chairman of the Board of Trustees, and as such, coordinate the overall functions of the NASG.

  1. [There is no Section 1.]
  2. The Executive Vice-President shall aid and assist the President in any way possible. He shall preside at meetings at which the President is not in attendance.
  3. The Regional Vice-Presidents shall be the representatives of their respective regions to the NASG Board of Trustees. (see Appendix B)
  4. The duties of the Treasurer shall be as follows: (Revised 07/1986)
    1. To keep a record of all funds paid out and received by the NASG.
    2. To balance the books and prepare a written report for the annual business meeting.
    3. To maintain records of all separate transactions during each fiscal year. The fiscal year shall run from 1 July to 30 June.
    4. To present the annual budget to the Board of Trustees.
    5. To designate and supervise, in cooperation with the president, a Membership Secretary, and when necessary, authorize the Membership Secretary to form a membership committee. The Membership Secretary duties include issuing membership credentials, maintaining membership records of the organization, and processing membership renewals and renewal reminders.
    6. To set up and maintain such bank accounts as required by the NASG.
      1. The Treasurer may select an individual or individuals to assist with aspects of the Treasurer's duties. The individual or individuals shall not have the BOT authority of the Treasurer.
    7. To be a member of the Service committee.
  5. The duties of the Secretary shall be as follows: (Revised 07/1986)
    1. To keep minutes of the annual business meeting and of any other meeting of the NASG members as a whole, and also meetings of the Executive Council and the Board of Trustees.
    2. To be a member of the Elections Committee and to insure proper preparation and distribution of the ballot as set forth in these By-Laws, or to supervise his designated representative in these duties, unless the Secretary is a candidate for re-election.
    3. To insure proper upkeep of NASG archives.
    4. To sign, countersign, or attest all official papers and documents.
    5. To file the necessary federal, state and local reports that are required.
    6. To perform the usual duties of Secretary.
    (see Appendix A)

ARTICLE VII - COMMITTEES

  1. The duties of NASG committees shall be as delineated below. In every case, the committee chairman shall be responsible as coordinator and spokesman for his committee.
  2. The Elections Committee shall be a standing committee and shall be charged with the proper nomination of candidates for elected office. It shall review all nominees for office in the NASG and present the information in accordance with established policy. It shall further oversee the proper operation of NASG elections.
  3. The Standards Committee shall be a standing committee and shall be charged with the establishment of 3/16" scale standards and the development and improvement of such standards. The Standards Committee shall render assistance to S Gauge Manufacturers as required.
  4. The Convention Committee shall be a standing committee and shall be charged with coordinating the annual convention with the host organization. The Convention Committee shall act as liaison between the host organization and the Board of Trustees, rendering all necessary assistance to both parties. It shall establish and maintain written procedures for organizing NASG conventions, therein delineating the duties and responsibilities of all concerned. The Convention Committee shall also aid in the organization of NASG regional conventions.
  5. The Service Committee shall be a standing committee and shall establish and coordinate services to be rendered to the membership. (Revised 07/1986)
  6. The Contest Committee shall be a standing committee and shall review and maintain existing NASG contest rules and procedures. It shall keep a record of the results of past NASG contests and member categories. The Contest Committee chairman shall be a member of the Convention Committee, and work under the cognizance of the Convention Committee chairman for convention contests.
  7. The Promotions Committee shall be a standing committee and shall be charged with the development and maintenance of an effective program of NASG and S Gauge promotion.
  8. The Financial Committee shall be convened as necessary to review NASG budgetary procedures and make recommendations to the Board of Trustees. Chaired by the Treasurer, it will aid in the preparation of the annual budget each year prior to the annual convention.
  9. The Constitution Committee shall be convened when necessary to review proposed changes to the NASG Constitution.
  10. Each committee chairman shall report to the President or his designate on the operation of his committee. If requested, a written report of the activities of the previous year of any NASG committee shall be forwarded to the President or his designate within thirty days of the annual convention.
  11. Any committee of the NASG which has been allocated funds during the previous year shall make a full financial report to the Treasurer within fifteen days of the end of the fiscal year.

ARTICLE VIII - BUDGET

  1. The annual budget shall be prepared by the Treasurer and presented to the Board of Trustees prior to the annual business meeting each year. The budget shall contain provisions for funding committees, providing for operating materials and postage, and for providing operating funds to the Executive Council and the President.
  2. The annual budget shall be approved, and additional funds necessary during the fiscal year allocated, by a majority vote of the entire Board of Trustees.
  3. Funds shall be allocated annually to provide each Regular, Contributing and Honorary Member for the following. (Adopted 07/1986)
    1. Membership card
    2. The organization magazine, The DISPATCH
    3. NASG patch, membership list, and Constitution/By-Laws (first year only)
    4. Other items as deemed applicable.

ARTICLE IX - INITIATIVE AND REFERENDUM

  1. The membership shall have the right, by petition as provided for hereafter, to have any proposition submitted to the membership for a vote in any general election.
  2. Each petition as mentioned in ARTICLE IX of the NASG Constitution shall contain the exact wording of the action or proposition and shall contain the signatures of not less than twenty percent of the voting members of the NASG at the time of presentation. Such petition shall be submitted to the Secretary for distribution to the Board of Trustees.

ARTICLE X - AMENDMENTS

  1. The NASG By-Laws may be changed by a two-thirds majority vote of the complete Board of Trustees, providing, however, that the amendment of the By-Laws is as follows:
    1. Consistent with the laws of the State of New York and of the United States.
    2. Consistent with the corporate charter.
    3. Consistent with reason.
    4. Capable of being complied with.
    5. Not in violation of a vested or contractual right.
  2. The corporation, by amending its By-Laws, may make reasonable changes in the method of administration and doing business, but no change can be made which will deprive a member of substantial rights conferred, expressly or implied, by his contract with the corporation.
  3. The By-Laws may also be amended by a vote of the majority of the members voting at the annual business meeting provided that a summary of the proposed amendment is contained in the notice for such meeting and provision is made on the ballot for voting thereon.

ARTICLE XI - MEMBERSHIP (Adopted 05/1983)

  1. Regular Membership: Any individual may become a Regular Member of the NASG upon application to the Treasurer or his representative and payment of dues of Thirty Dollars ($30.00) per year. (Amended 09/2015)
  2. Contributing Membership: Any individual, or S Gauge affiliation such as a club, manufacturer, supplier or publisher may become a Contributing Member of the NASG upon application to the Treasurer or his representative and payment of dues of Fifty Dollars ($50.00) per year. (Amended 09/2015) Contributing Members will be entitled to regular membership benefits, additionally Contributing Members may enroll family members or up to two (2) additional associates at any officially sanctioned NASG Convention. Enrollees will have all rights of regular membership at the event except voting rights at the annual meeting. (Adopted 09/2015) Special recognition will be made once a year to Contributing Members by Publishing of their names in the NASG publication, The DISPATCH. (Amended 05/1987)
  3. Honorary Membership: (1) In recognition for meritorious service to S Gauge or the NASG, any person may be elected as recipient of the Bernie Thomas Memorial Award by a vote of the majority of the Board of Trustees. This award shall be presented annually and carry with it conference of Honorary Membership in the NASG, Inc., which shall be good for life. (2) In recognition of their past accomplishments and meritorious service to S Gauge, any recipient of the Bernie Thomas Memorial Award previous to the incorporation of NASG, Inc. shall be granted as Honorary Membership in NASG, Inc., which shall be good for life.
  4. Family Memberships: Any Regular Member of the NASG, may enroll additional direct family members under the Family Membership upon application to the Treasurer or his representative and payment of Ten Dollars ($10.00) in additional dues. (Amended 09/2015) The Regular Member will be entitled to all benefits of regular membership as set for in the By-Laws. Direct family members will be entitled to regular membership benefits at any officially sanctioned NASG Convention except voting rights at the annual meeting. (Adopted 07/1988)
  5. Election to Honorary Membership shall entitle that member to all benefits of Regular and Family membership. (Adopted 07/1988)
  6. Advance payment of any class of dues is limited to a maximum of four (4) years, including the current year. Membership dues paid in advance will not be refundable. (approved Oct. 11, 2013)
  7. NASG will offer a 6 month, one time/person trial membership at 60% of the full year Regular Membership rate. The offer is for non-members only. The trial membership is otherwise a complete membership with all rights and privileges of a full year Regular Membership (except holding office or chairing committees) for the 6 month period. (Adopted July 17, 2015)
  8. The dues structure amended 09/2015 shall become effective April 1, 2016. Until that date, Regular and Family Members may continue to pay for membership in advance to a maximum of four (4) years at the existing rate. (Adopted 09/2015)

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