Page 17 - July August 2017

[Minimises the period that the BOD will be without a President in the event of the Vice President not stepping up.]
If during a term a vacancy occurs in any BOD position then an election for that office shall be held if there is a realistic
time period before the next AGM. The BOD may co-opt a Regular member to temporarily fill the vacant position until
an election can be held.
[Second paragraph moved to become first paragraph.]
If the Vice President or any other member assumes the office of President mid-term then their two consecutive terms
in that office, as specified in Article 5B, shall be calculated as starting at the next AGM.
[Definition added for maximum period of office when President assumes office mid-term.]
D. If a Director is unable to attend a meeting he/she may appoint another Regular member to speak and vote for him/her at that meeting.
[Elimination of gender specific references.]
E. The BOD may ask one or more Regular members to attend one or a series of any BOD meetings as necessary in order to assist the BOD with the management of the Region. Such additional attendees will not have BOD voting rights.
[Simplification.]
Article 6. Management
A. No liability shall attach to the Region in connection with expenditure arising out of the unauthorised actions or failures of individual members.
B. The detailed management of the Region shall be regulated by Bye Laws which shall be subordinate to and shall not conflict with these Articles of Constitution.
C. All financial arrangements shall be under the control of the Treasurer who shall maintain adequate records and submit them annually for audit independent examination. The appointment of the Auditor Independent Examiner shall be confirmed at each Annual General Meeting.
[Updated to latest auditing terminology.]
D. There shall be appointed at a general meeting an officer to be known as the Ballot Chairman who shall be responsible for the conduct of every election and ballot during his/her term of office and for the declaration of the results thereof. A Director shall not be eligible to act as Ballot Chairman, and the Ballot Chairman shall not be a candidate for election to Director during his/her term of office. The BOD shall not be empowered to dismiss a Ballot Chairman but if he/she resigns and a general meeting cannot be held before the next election or ballot the BOD may appoint a temporary Ballot Chairman for that election or ballot. For the Ballot Chairman to remain in office, his/her appointment shall be confirmed at each Annual General Meeting.
[Elimination of gender specific references.]
Article 7. Meetings
A. There shall be held a general meeting, to be known as the Annual General Meeting, in September, October, November or December of each year, and unless it is impracticable such meetings shall coincide with the annual convention.
In addition to the Annual General Meeting further general meetings may be called by the BOD.
B. At least 21 days notice of the time and place of each general meeting shall be given to the Regular membership and no business transacted at such a meeting shall be valid unless the proper notice has been given.
C. No general meeting shall proceed unless (a) the number of Regular members present is at least 10 and is at least 5% of the total number of Regular members, and (b) the number of elected Directors (or their proxies) present is at least three.
D. The right to vote at any meeting of the Region shall extend only to those persons who are Regular members, and not to Overseas or Family members. In a vote on any proposal at a general meeting, that proposal shall be declared to have been approved if the number of votes in favour exceeds the number against.
[# Overseas Region membership is no longer compatible with the NMRA Regulations.]
E. A member who is entitled to vote at a general meeting but who is unable to be present may appoint another voting member as his/her proxy to vote on his/her behalf at that meeting. The absent member must put such an appointment in writing, specifying the name and NMRA number of the sender, and identifying the date of the meeting and the holder of the proxy. The member holding the proxy must hand the letter of appointment to the person presiding before the commencement of the relevant meeting.
No member may accept more than one proxy for any particular meeting. It shall be deemed that the absent member has advised the recipient on the limits of any discretion to be exercised during voting with the latter being responsible
August 2017 - ROUNDHOUSE 17