* * * * * * *
Chula Vista Live Steamers, Inc.
Post Office Box 369
Chula Vista, CA. 91912-0369
Preamble: The CHULA VISTA LIVE STEAMERS (CVLS), incorporated January 17th, 1974, a non-profit Corporation in the State of California, formed to further the avocation of live steam machinery and scale railroading operation as an educational leisure time activity, adopts the following By-Laws to govern its management and establish the rights of its constituency.
ARTICLE I - Facility and Appurtenances.
Section 1. The facilities for conducting the business of the Corporation, the operation of live steam machinery and miniature railroad equipment including the free exchange of live steam technological expertise, shall be established by direction of the Board of Directors as needs and requirements may necessitate.
Section 2. Safety Rules and Regulations shall be posted during authorized events.
Section 3. Any person participating in any event whatsoever at the Corporate Facility shall be considered as acting with full cognizance of the applicable portions of these By-Laws, Manual of Procedures, Safety Rules and other regulations of the Corporation and therefore shall be bound to abide by them. Violators may be expelled from the Facility.
ARTICLE II - Constituency and Participants.
Section 1. The constituency and participants of CVLS shall consist of a membership group by class and their guests interested in the avocation of live steam machinery, including miniature railroad, construction and operation. A CVLS Charter Membership Certificate (CMC) is required for all classes of Members except Associate. Annual membership shall be from the first day of July.
Section 2. Regular Member. A responsible adult holding a CMC and paying annual dues, established in the Manual of Procedures (MOP, Section VI, 3., A). Regular Members shall have the privilege of a vote and the right to hold office.
Section 3. Non-Resident Member. A person residing more than seventy-five miles (radius) of the CVLS facility site, complying with CVLS regulatory orders and paying annual dues, a flat fee established in the Manual of Procedures (MOP, Section VI, 3., B). Non-Resident Members shall not have the privilege to vote or right to hold office, but will be allowed all other Membership benefits. Armed Forces personnel may be classed Non-Resident Members regardless of residence.
Section 4. Associate Member. A person operating his/her equipment at a single authorized event, complying with CVLS regulatory orders and paying a special fee (dues) fixed by the Board of Directors (see MOP, Section VI, 3., C). Associate Members do not require a CMC and shall not have the privilege to vote nor hold office. This Membership category will not be used to circumvent other classes of membership.
Section 5. Junior Member. A person under the age of 18 years sponsored by a Regular, Senior, or Non-Resident Member, holding a CMC and under the direct responsibility of the Sponsor. Junior Members shall not have the privilege to vote or hold office; nor pay dues.
Section 6. Honorary Member. A person conferred a CMC by a fourths (3/4) vote of the voting Membership at regular constituted meeting. Honorary Members shall enjoy recognition, but may not have the privilege of vote or hold office; nor pay dues.
Section 7. Senior Member. A person seventy (70) years of age or older, holding a CMC and Regular Member status for five (5) or more consecutive years, shall have all Regular Member privileges, except pay no dues.
Section 8. Charter Membership Certificate Holder. Any person upon application, that obtains a Charter Membership Certificate is recognized as a guest supporter of CVLS.
ARTICLE III - Management and Directors.
Section 1. Subject to the limitations of the laws of the State of California, the CVLS Articles of Incorporation, these By-Laws, the CVLS Manual of Procedures, and the Safety & Operating Rules as to actions authorized or approved, all corporate powers shall be exercised under the authority of and managed through a Board of Directors (BOD).
Section 2. The authorized number of Directors shall be five (5) until changed by amendment.
Section 3. Directors shall be elected for two year terms, by Regular and Senior Members in good standing, at the Annual Business Meeting. Two Directors will be elected in even numbered years and three Directors will be elected in odd numbered years. A one (1) year interim is required before eligibility for re-election.
Section 4. A Manual of Procedures (MOP) is hereby established as administrative and managerial guide regarding facets of Directors, Officers, Members, Committees, Events, Finance, Records, Properties, Duties, etc.
Section 5.a. A vacancy or vacancies shall be deemed to exist with the BOD in case of death, resignation, prolonged unexcused absence (defined as the absence from three (3) consecutive BOD meetings without communication to said Board), or removal of any Director or Officer. The unexpired term of the vacated position will be filled by an "Interim Director", "Interim Director/Officer" and/or "Interim Officer" through an immediate unanimous appointment by the remaining Directors. The person so appointed shall serve the unexpired term of their predecessor.
Section 5.b. Vacancies may be generated by the Membership through increasing the authorized number of Directors. The Membership shall have the authoritative power at this time for the specific purpose to elect/fill the designated Director vacancies.
Section 5.c. No reduction in the number of Directors shall be intended to terminate any Director's term prior to the expiration of their office term.
Section 6. Directors At Large shall have duties as delineated in By-Laws, ARTICLE V, Section 1. and the Manual of Procedures.
Section 7. All elected Directors, Directors at Large, and Interim Directors shall serve as Members of the Board of Directors (BOD).
ARTICLE IV - Meetings and Events.
Section 1. There shall be an Annual Business Meeting of the Membership, as determined by the Board of Directors, held within thirty (30) days prior to 1 July.
Section 2. A "Called Meeting" of the Membership may be called by the Board of Directors with notification given to all Members through official publication, mail, or telephone.
Section 3. A "Directors Meeting" may be called by the President of CVLS. The President shall moderate the Board of Directors meetings.
Section 4. The quorum for any meeting of the Membership shall be the recognition of those Regular and Senior Members in good standing present at a constituted meeting.
Section 5. There shall be at least one annual event of live steam/miniature railroad machinery operation/exhibition; and at such other times as may be approved by the BOD.
ARTICLE V - Corporation Officers.
Section 1. The Director is the responsible officer of the Membership, acting prudently and effectively in all deliberations to attain the objectives of the Membership as a whole. Duty is to attend all the meetings of the Board of Directors and such peripheral duties outlined in the Manual of Procedures (MOP).
Section 2. The Board of Directors (BOD) will appoint the Officers of Director/President. Director/Vice-President, and Director/Facilities Superintendent from among the BOD members. The BOD will appoint the Officers of CVLS Secretary, CVLS Treasurer, and CVLS Representative from the Membership at large.
Section 3. The President, as chief executive officer of the Corporation, is charged with responsibility for all meetings, the appointment of committees, the execution of all documents authorized by the Board of Directors and the supervision of the general business of the Corporation for the carrying out of the objectives of this organization and such additional duties delineated in the MOP, Section IV, 2.A.
Section 4. The Vice-President shall assume the duties of the President in his absence and such additional duties as are assigned to the Vice-President in the MOP, Section IV, 2.B. In the event of death or resignation of the President, the Vice-President shall serve as President until such vacancy is filled.
Section 5. The Facilities Superintendent is responsible for all CVLS facility improvements and maintenance. And shall assume the duties of the Vice-President/President in the event of their temporary absence and such additional duties as are assigned to the Facility Superintendent in the MOP, Section IV, 2.C.
Section 6. The CVLS Secretary shall be charged with the keeping of Minutes of CVLS meetings and such other duties as prescribed in the MOP, Section IV, 6.B.
Section 7. The CVLS Treasurer shall be charged with the finances of the Corporation and such duties as prescribed in the MOP, Section IV, 6.C.
Section 8. The CVLS Representative shall serve as the official representative of the Corporation to the City of Chula Vista performing the duties as prescribed in the MOP, Section IV, 6.A.
ARTICLE VI - Committees.
Section 1. The Board of Directors may appoint Standing and Ad Hoc Committees as required, establishing authority and direction. (MOP, Section V.)
Section 2. Standing and Ad Hoc Committees may be appointed/re-appointed by the President as are necessary to carry on the business of the Corporation (See MOP, Appx., 1., b.).
ARTICLE VII - Amendments.
Section 1. These By-Laws may be amended by a two-thirds (2/3) majority of votes cast by the Membership on a mail ballot or a two-thirds (2/3) vote of the Members present at any Annual or Called Meeting.
ARTICLE VIII - Dissolution.
Section 1. In the event of dissolution of the Corporation, no distribution of any property or assets of the Corporation shall be made to any Director, Trustee, Officer, Member or Employee of the Corporation; but such property or assets shall be given only to a non-profit fund, foundation or organization qualifying under Section 501(c)(3) of the present Internal Revenue Code. (Specifically, see VII of the Articles of Incorporation of the Chula Vista Live Steamers).
Section 2. Such organization(s) to be selected by the Board of Directors of this Corporation, whose purpose may be similar to or different from the purpose of this Corporation, provided that the organization(s) qualifies under the provisions of Section 501(c)(3) of the Internal Revenue Code or the comparable provisions of the Internal Revenue Code then in effect.
Approved and adopted on 28 May 1977 under the signatures of:
Clarence E. Wischstadt, Founding Director
James W. Sheets, Founding Director
John L. Bradley, Founding Director /corporate seal/
Amended and approved 4-8-87.
Amended and approved 6-9-93.
Amended and approved 6-14-95.
Amended and approved 10-30-96.
Amended and approved 6-24-98.
Amended and approved 6-30-99.
Prepared by authority of the CVLS BOD.
Secretary, CVLS
(date)