Club By-Laws (Updated: November 2007)
ARTICLE I. Name
The name of the Club will be The PebbleCreek Model Railroad Club, a non-profit organization, hereinafter known as the PCMRC.
ARTICLE II. Mission
The PCMRC will promote model railroad education and enjoyment among all interested PebbleCreek residents.
ARTICLE III. Authority and Limitations
a) Authority -- The Club will operate as an instrument of the PebbleCreek Home Owners Association, hereinafter referred to as PCHOA.
b) Limitations -- The Club will operate in compliance with its bylaws and regulations, but will not conduct business or obligate funds in the name of PCHOA.
ARTICLE IV. Purpose
The Club will arrange scheduled times for meetings in various rooms or other facilities as necessary, act as official representative between PebbleCreek residents and other model railroading clubs to provide for the exchange of information and enjoyment for PCMRC members.
ARTICLE V. Membership
a) Qualifications -- Membership shall be open to any person who is a resident of the PebbleCreek Golf Resort, located in the City of Goodyear, County of Maricopa, and State of Arizona. No eligible person shall be denied membership because of gender, race, color, religion or national origin.>
b) Dues -- An annual sum as determined by the executive board of the club will be collected for dues. The annual dues may be pro-rated at the discretion of the Board of Directors. The purpose of the dues will be to pay the costs of the club layout(s), preparing flyers, posters, phone calls, etc. and to provide for an emergency fund to cover unexpected expenses which may be lawfully incurred by the PCMRC. In addition, a one time initiation fee as determined by the executive board will be collected from all new members – this fee will only be collected once per person. Additional members within the household of regular members may participate in club activities as a Social or Associate Member upon an annual payment of social dues as determined by the executive board. Annual dues (except when pro-rated) are to be paid to the Treasurer at/by the January regular meeting.
c) Event Fees --The
cost for any event sponsored by the PCMRC will be prorated among those
members present. An estimate of attendees will be prepared
and used to set the cost for admission. Any excess event
fees collected will be added to the PCMRC treasury for normal expenses. Any
deficiency in event fees will be paid out of the PCMRC treasury
d) Individual Member Compensation -- No individual member of the club shall receive compensation for services rendered in support of the activities of the club from non-members or outside sources without the approval of the PCHOA. This includes merchandise, services, benefits or rebates from vendors providing services or merchandise to the club that is not provided to every member. This does not preclude reimbursement of actual expenses or reasonable compensation to club members from club funds for services rendered to the members of the club. Further, this does not preclude discounts to members of merchandise or services that are provided equally to all members or participants of an activity sponsored by the club.
e) Dissolution of the Club -- In the event the club decides to dissolve, all outstanding bills are required to be paid out of the PCMRC treasury. If insufficient assets are available, the outstanding amount will be prorated among all members and they will be responsible to the club for the outstanding amount. Members will be responsible for these amounts before the club is allowed to dissolve, by the PCHOA, Board of Directors. If, after all bills are paid, all cash assets will be distributed in equal shares to the club members. Non-cash assets will distribute by the executive board to club members and / or the PCHOA as the board sees fit.
f) Voting --Any member shall be entitled to vote at any regular or special meeting of the PCMRC, and to participate in all PCMRC events upon compliance with all adopted regulations. PCMRC business shall be decided by a majority vote of those present and voting.
g) Member in Good Standing -- A member shall be considered in good standing if their dues are kept current through the end of the fiscal year. Members can be deemed not in good standing if they commit a breach of good conduct as determined by a majority vote of the Board of Directors. Only members in good standing will be allowed to vote on club matters and granted unlimited access to club facilities.
ARTICLE VI. Fiscal Information
a) Fiscal Year -- The
fiscal year of the PCMRC shall begin on the first day of January and end
on the last day of December of each year.
b) Audits -- The president shall appoint a financially experienced member of the club to conduct an annual audit of the treasurer’s books. The audit shall be made within 60 days of the close of the fiscal year and shall be reported to the membership at the next regular meeting.
c) Financial Statements -- The annual financial statement, signed by two members of the executive board, will be submitted to the PebbleCreek Homeowner’s Association on a yearly basis, as required by the PCHOA rules.
ARTICLE VII. Meetings
Annual Meeting -- The annual meeting shall take place at the first monthly meeting of each calendar year. Notice of the meeting date, time and place shall be posted at the Clubhouse Desk (or such other place as designated by the PCMRC’s management) one month prior to the annual meeting.
The order of business at the annual meeting shall be as follows:
(a) Call to order
(b) Proof of notice of meeting
(c)Reading and approval of minutes
(d) Report of the Executive Board
(e) Election of the Executive Board
(f) Unfinished business
(g) New business
d) Regular Meetings --
The PCMRC shall meet monthly a time and place to be designated. The meeting
will be organized and led by the PCMRC President. All PCMRC members
are invited to attend and discuss plans and agendas. Any PebbleCreek
resident may attend the regular monthly Executive Board meetings and
are encouraged to attend.
e) Special Meetings
(a) A special meeting may be called by the PCMRC President or by three (3) members of the Executive Board when deemed necessary.
(b) Notice of special meetings will be posted at least one week prior to the special meeting. A notice will be posted at the Clubhouse Desk or such other place as designated by the PCMRC’s management.
The persons present at each general meeting and at the annual meeting shall constitute a quorum for the transaction of business. A quorum of the Executive Board shall be three (3) members.
ARTICLE VIII. Executive Board
a) Number -- The
affairs, activities and concerns of the PCMRC shall be vested in an
Executive Board consisting of five (5) directors.
b) Election of Directors and Term of Office -- All members of the Executive Board shall serve one (1) year terms.
(a) There will be no term limits.
(b) A minimum of three (3) Executive Board members must be full time (year around) residents. The three full time resident board members shall consist of the President, the Treasurer and one (1) other member. A part time resident is considered someone who is gone from PebbleCreek for three or more consecutive months.
(c) A tie vote will be broken by lot.
c) Duties of Directors -- The Executive Board may: (1) hold meetings when appropriate; (2) appoint any committees deemed necessary to carry out the PCMRC activities; (3) print, circulate and carry on correspondence and communications with other clubs and/or associations, and; (4) devise and carry out any measures to best protect the interests and welfare of the PCMRC and PebbleCreek residents and their guests.
d) Election of Officers -- The officers shall be elected from within the members in good standing.
e) Remuneration -- No salary shall be paid to the directors for their services. Any expenses of the directors will be borne by the individual directors.
ARTICLE IX. Officers
a) Number -- The officers of the organization shall consist of a President, Vice President, Secretary, Treasurer, and Program Director.
b) Duties of Officers -- The duties and powers of the
officers of the Board shall be as follows:
(a) President. The President shall preside at all meetings of PCMRC and its Board of Directors, promote the PCMRC and its activities verbally or through communications in the PebbleCreek Newspapers and appoint any ad hoc committees deemed necessary for ongoing activities.
(b) Vice President. The Vice President shall preside at the meetings in the absence of the President and shall assume all other duties of the president in his absence.
(c) Secretary. The Secretary shall insure notice of meetings are done and keep minutes of the PCMRC meetings.
(d) Treasurer. The Treasurer shall maintain the funds and financial records of the PCMRC and report on their status at each meeting, as well as keeping records of the membership.
(e) Program Director. The Program Director shall plan and execute all social and educational activities.
(f) The President and one other officer must sign and submit an annual
statement to the PCHOA Rules Compliance Committee on or before the last
day of the month following the annual meeting. This statement will include:
1. The date the annual meeting was held,
2. That the annual financial report was prepared and made available to the membership,
3. The number of members and confirmation that they are residents,
4. That the By-laws have been compared to the current requirements for PCHOA Approved Clubs and the By-laws are in compliance or amended By-laws are being submitted to the RCC,
5. A list of current officers including names, phone numbers and e-mail addresses,
6. A copy of the current financial statement providing, at a minimum, total revenue, total expenses and cash balance. >
c) Vacancies -- All vacancies in any office shall be filled by a voice election of the remaining Executive Board at the next scheduled meeting. Vacancies in the Executive Board shall be filled by publishing notice of such vacancy requesting volunteers to fill the position, and selecting the required number of persons from the list of volunteers. All positions so filled will be limited in term until the next annual meeting, at which time regular elections from the PCMRC will be held. An appointed board member, upon election, may succeed himself.
d) Replacement of an Officer -- An officer may resign in writing and have that resignation become effective thirty (30) days from the date of the written notice.
ARTICLE X. Parliamentary Authority
Robert’s Rules Of Order shall be the authority on all questions of parliamentary law unless in conflict with these by-laws, PCHOA, or with the laws of the State of Arizona.
ARTICLE XI. By-Laws Amendment and Approval
a) Amendment -- The by-laws may be amended by the a two-thirds (2/3) vote of the members present and voting, at a regular or annual meeting of the PCMRC provided written notice of each proposed amendment, or proposed new by-laws, have been posted two (2) weeks prior to the meeting.
b) Approval -- All proposed amendments to these by-laws are subject to final approval by PCHOA.