SWAMP CREEK & WESTERN
RAILROAD ASSOCIATION

211 Railroad Ave. Edmonds, WA 98020

C O N S T I T U T I O N

Adopted December 7, 1982
Amended December 5, 2000 (Out of Date)

ARTICLE I

Section 1 NAME The organization shall be known as the Swamp Creek & Western Railroad Association.

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ARTICLE II

Section 1 PURPOSE The Association is an educational, historical, and recreational organization providing a forum for sharing of information and modeling skills among a group of congenial persons interested in railroading, railroad operation and equipment, promoting the modeling of all facets of the railroad industry, past, present and future, and sharing from time to time the results of their efforts with the general public.

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ARTICLE III

Section 1 ORGANIZATION The Association is authorized to do the following things in support of its purpose:

1. Operate a museum.
2. Operate a reference library.
3. Hold and/or sponsor forums or conferences.
4. Operate a model railroad display.
5. Participate jointly with other organizations to further efforts meeting the Association's purpose.
6. Sponsor fund-raising events to support the Association's purposes.

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ARTICLE IV

Section 1 MEMBERSHIP Membership is open by invitation to individuals subscribing to the Association's stated purposes within the classes established in this article.

Section 2 CLASSES OF MEMBERSHIP Membership shall be in one of these classes:

1. REGULAR BOARD: Members meet all requirements for continuing membership, pay an initiation fee and regular dues as established in the By-Laws of the Association. Members of this class shall have the right to vote, priority operating rights, propose and sponsor new members, hold an Association room key and assigned locker space if available.

2. EXTRA BOARD: Members going through the membership application process as defined in the By-Laws. Members of this class shall pay regular dues as established in the By-Laws of the Association. Members of this class have operating rights when members of the Regular Board are present, and must meet all requirements for continuing membership.

3. ASSOCIATE BOARD: Members who have not yet reached their nineteenth (19th) birthday, each of which shall pay regular dues as established in the By-Laws of the Association. Members of this class have operating rights when members of the Regular or Senior Regular Board are present, and must meet all requirements for continuing membership.

4. RESERVE BOARD: Regular Board members who are unable to meet all of the requirements for continuing membership or who choose to be inactive for a period of time without losing their initiation fee credit, each of which shall pay dues as established in the By-Laws of the Association. Reserve Board members may petition the Association to return to the Regular Board when they can demonstrate that they are again able to be in full compliance with Regular Board requirements.

5. SENIOR REGULAR BOARD: Regular Board members, age 65 or older, who have served as Regular Board Association members for twenty (20) years or more. They shall have the right to vote and all the privileges and responsibilities of Regular Board membership but at a reduced fare. Dues shall be reduced one dollar ($1.00) per month for each decade of Regular Board membership they have served; the work hours per month required shall be reduced by one (1) hour per month for each decade so served.

6. HONORARY BOARD: Members deemed to have made singular contributions to the purpose of the Association, each of which shall pay no dues, have no vote, but enjoy operating privileges in harmony with the By-Laws of the Association.

Section 3 CONDITIONS OF MEMBERSHIP

1. All members shall pay dues and assessments in a timely manner.

2. All classes 1-3 members in Section 2 of this article shall work an average minimum of six (6) hours per month on Association business, Association room duties, layout construction/maintenance or such other assignments as may be made by the Executive Committee.

3. All class 5 members in Section 2.5 of this article shall be required to work at a diminished rate as defined in that section.

Section 4 TERMINATION OF MEMBERSHIP

1. Membership may be forfeited if:
   
   1. Dues, fees and assessments are more than sixty (60) days in arrears and no satisfactory arrangements for payment have been made with the Executive Committee as allowed in the By-Laws of the Association.
   2. The member fails to meet the work requirements of Section 3.2 of this article.
   3. The member fails to meet his/her responsibility for care and safety of Association name, premise or property.
   4. The member fails to regularly attend Association meetings unless exemption has been made by the Executive Committee.
   5. The member makes Association commitments without authorization.

2. Membership shall be automatically forfeited if:

   1. Any dues, fees and/or assessments are over four (4) months in arrears and fair notice has been given.

3. A two-thirds (2/3) vote of voting members present at a duly called regular or special business meeting may terminate any member on the grounds of carelessness, neglect, failure to comply with the provisions of the By-Laws, or non-resolvable personality conflicts.

4. A member may voluntarily terminate his membership by paying all dues, fees and assessments outstanding and by submitting a letter of resignation addressed to the Association that is accepted by a two- thirds (2/3) vote of voting members present at a regularly called business meeting. A letter of recommendation and thanks may be extended to such a departing member.

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ARTICLE V

Section 1 OFFICERS

1. The officers of the Association shall be:

   1. President
   2. First Vice-President
   3. Second Vice-President
   4. Secretary
   5. Treasurer

2. The officers shall constitute an Executive Committee to administer the affairs of the Association.

3. The Executive Committee shall have the authority to open such banking and investment accounts as necessary to conduct the business of the Association.

4. All officers shall be Regular Board or Senior Regular Board members. No officer shall hold more than one office at a time.

5. The officers of the Association shall endeavor to cooperatively perform the duties of office as described in the Association's Constitution and By-Laws in the best interest of the Association.

Section 2 ELECTIONS

1. Officers shall serve for a calendar year.

2. At the October business meeting a nominating committee of two voting members and the President shall be formed. They shall propose a slate of officers, obtain approval from the nominees, and post this slate in the Association meeting room by the first Tuesday in November.

3. At the December business meeting additional candidates may be proposed from the floor by any voting member. Immediately on the close of nominations the election shall take place.

4. A simple majority of the eligible voters casting ballots constitutes election. Election shall be by secret ballot.

Section 3 VACANCY

1. When a vacancy in office occurs, the remaining members of the Executive Committee shall appoint a replacement to serve out the unexpired term.

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ARTICLE VI

Section 1 MEETINGS

1. Regular meetings shall be held as directed in the By-Laws.

2. A quorum for the transaction of Association business at a regular business meeting or at a special meeting shall consist of either:

   1. any voting members present including at least three of the Executive Committee.
   2. or at least half the voting members including two of the Executive Committee.

3. All Association meetings shall be conducted according to the latest edition of Robert's Rules of Order, Newly Revised.

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ARTICLE VII

Section 1 FINANCES

1. The budget year for the Association shall be a calendar year.

2. An initiation fee in an amount established in the By-Laws becomes due and payable when a member is accepted to the Regular Board.

3. Monthly dues as established in the By-Laws shall be paid by Regular, Extra, Reserve, Senior Regular and Associate Board members. The Treasurer shall keep all members informed of their dues status.

4. Assessments may be voted from time to time by a two-thirds (2/3) vote of the voting members present at a duly called business meeting of the Association and are binding on all voting members.

5. From time to time, the Association may vote to participate in any fund raising project deemed by the voting members in the best interest of the Association.

6. The Association shall establish a Sustaining Membership with the National Model Railroader Association (NMRA) and make all materials from the NMRA available to members. Individual membership in the NMRA by Association members is left to their discretion.

Section 2 BANKING

1. The currently elected Treasurer shall have standing authorization to select a bank convenient to him/her and open such accounts as the Executive Committee shall deem necessary for the business of the Association.

2. All Association funds, less a petty cash fund, shall be kept in the Association interest bearing bank accounts or investments. The Association's checking account shall be maintained with a minimum working balance of $300.00.

3. Signing authority for all Association bank accounts shall be vested in the President, First Vice President and Treasurer with only one signature required for completion of the transactions in the Association's checking accounts. Two signatures shall be required to cash or transfer the Association's investment accounts. Two signatures shall be required to write checks for amounts over $500.00.

Section 3 AUDIT The President shall appoint an Audit Committee of two non-Executive Committee members at the first business meeting of the year. They shall audit the records of the Treasurer for the year ending and report their findings the following business meeting.

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ARTICLE VIII

Section 1 AMENDMENTS Amendments to this Constitution may be:

1. Proposed, introduced and recorded in written form at any regular business meeting by any voting member.

2. Not less than four (4) weeks later at a regular or special business meeting, the amendment may be voted upon unless such waiting period is unanimously waived by a vote of all current voting members voting in person, or by written proxy.

3. A two-thirds (2/3) vote of the voting members is required to adopt Constitutional amendments.

4. A simple majority of the voting members is required to adopt a By- Law amendment.

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ARTICLE IX

Section 1 DISSOLUTION The Association may be dissolved by a two-thirds ( 2/3) vote of all current voting members voting in person, or by written proxy.

Section 2 ASSETS Upon dissolution and after all outstanding financial obligations of the Association have been paid, any remaining material assets that cannot be readily liquidated shall be divided equitably among the remaining voting members. Any remaining financial assets of the Association shall be contributed proportionally to any 501 (c) (3) non-profit organization nominated by voting members with any residual amount going to the National Model Railroader Association, Inc. (NMRA), 4121 Cromwell Road, Chattanooga, TN 37421.

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SWAMP CREEK & WESTERN
RAILROAD ASSOCIATION

211 Railroad Ave. Edmonds, WA 98020