470 Bylaws updated

The bylaws have been updated by the Trustees and will be reviewed at a future Membership Meeting

470 Railroad Club revised by-laws - 2021

ARTICLE I. JURISDICTION

Section 1.  This Organization shall be known as “The 470 Railroad Club”, a non-profit, educational and scientific organization, incorporated under the laws of the State of Maine.

 Section 2.  The by-laws of the 470 Railroad Club (Corporation) are to be in conformity with its articles of incorporation and the laws of the State of Maine.  Any provision inconsistent with said articles, or any such law is hereby individually abrogated.

 Section 3.  The mission of the Corporation shall be to expand the public appreciation of railroads and their history through preservation, experience and education.  In furtherance of this mission, the Corporation may acquire, maintain, exhibit and demonstrate railroad equipment and memorabilia of all kinds, and take all necessary actions pertaining thereto.

 ARTICLE II.  MEMBERS

 Section 1.  Any person interested in any phase of railroading may, upon written application for membership accompanied by the proper dues, be elected to membership in the Corporation.  Applicants who are under the age of eighteen (18) must have written permission of a parent or legal guardian. 

Section 2.  A member in good standing of at least eighteen (18) years of age may vote and hold elective office in the Corporation.

Section 3.  The Trustees may revoke the membership of any member for good cause. 

 Section 4.  The Membership year is the same as the Calendar year, January 1^st through December 31^st.

 ARTICLE III.  OFFICERS and TRUSTEES

Section 1.  The Officers of the Corporation are the President, Vice President, Secretary and Treasurer, and their duties shall be set forth by the Board of Trustees.  Officers are elected for a one-year term. 

 Section 2.  The Board of Trustees shall formulate policy and manage the affairs of the Corporation.  There shall be nine Trustees and three Alternate Trustees. 

Section 3.  The terms of the Trustees shall be for three years and shall be staggered so that one-third of the members of the Board are elected in any given year.  Alternate Trustees shall be elected annually for a one-year term.  In the event of a vacancy on the board, the Trustees shall appoint an individual to fill out the remainder of the term of the vacated position.

Section 4.  The Trustees shall be elected by the membership of the Corporation.  The election shall occur at the annual business meeting.

Section 5.  The Officers shall be elected from the Board of Trustees by the Trustees.

Section 6.  For the purposes of legal requirements, the Secretary shall act as the Clerk of the Corporation.

ARTICLE IV. COMPENSATION

Section 1.  No Officer, Trustee or Member shall derive any financial gain from the Corporation, provided that any may be employed at prevailing rates or reimbursed for expenses incurred in the operation of the Corporation.

ARTICLE V.  MEETINGS

Section 1.  Any meeting to conduct the business of the Corporation shall require a quorum of ten members. 

Section 2.  Regular membership meetings shall be scheduled by the Trustees.  The Secretary shall notify the members of the date, time, and location of membership meetings not fewer than ten days, nor more than sixty days before the meeting date.    

Section 3.  The Annual Meeting of the Corporation shall be held in February of each year, at a time and place to be determined by the Trustees.  Notice of such meeting shall be furnished to the membership by mail or email at least ten days in advance of the meeting.   

Section 4.  There shall be at least nine regular meetings held in each year for the transaction of any and all business that may be brought before the Corporation. 

Section 5.  Special meetings may be called at any time by any three duly elected Trustees, notice being furnished to the membership at least five days in advance. 

Section 6.  The Trustees shall meet once each month at a time and place determined by the Trustees, except the President may cancel a monthly meeting if he or she determines there is no significant item for discussion or action. 

Section 7.  Meetings of the Trustees may be held at a physical location or by electronic means, including, but not limited to, teleconferencing, Zoom, or conference telephone call, so long as all Trustees participating may simultaneously hear each other during the meeting. 

Section 8.  A quorum of the Board of Trustees shall be five trustees, including at least one Officer and not more than two Alternate Trustees. 

Section 9.  Roberts Rules of Order shall govern all proceedings and conduct of the meetings, subject to further enactment by the Trustees.    

ARTICLE VI. DISSOLUTION

Section 1.  In the event of any cessation of the corporate entity of this Corporation as a legal body, these bylaws shall govern, except where superseded by competent authority. Officers and Trustees shall remain in office. 

Dissolution of the Corporation shall be effected only by the provisions of the State of Maine. Upon the dissolution of the Corporation, the Trustees or their successors shall, after paying or making provisions for the payment of all liabilities of the Corporation, dispose of the assets of the Corporation in such manner and to such organizations maintained and operated exclusively for historical, educational and scientific purposes as will at that time qualify as an exempt organization under Section 501 of the Internal Revenue Code or the corresponding section of a future Internal Revenue law or regulation.  Preference should be given to any Maine non-profit corporation.  The institution selected shall have, insofar as possible, aims, objectives, and purposes similar to those of the Corporation, and be those most qualified to conserve the assets of this Corporation in the public interest.

There shall be no value distribution to any member of the Corporation.  In the event that the Trustees or their successors fail to act, disposition of assets as specified in the foregoing shall be made by a court of competent jurisdiction in the county in which the principal office of the Corporation is located.

ARTICLE VII.  BY-LAWS

Section 1. These By-Laws become effective upon adoption by the Corporation.

Section 2.  By-Laws may be changed or amended by a three-quarter vote of the membership present at either a special meeting called by the Trustees, or at the regular annual meeting, the membership being advised of this purpose not less than 21 days before the date of the meeting.

ARTICLE VIII. DUES

Section 1.  Annual dues shall be established by the Board of Trustees

Section 2.  Failure to pay dues by March 31^st shall result in the loss of membership standing and privileges.

Section 3.  The Trustees may reduce or forgive the payment of dues for hardship or other valid reason. 

ARTICLE IX.  AMENDMENTS

Section 1.  Proposed amendments to the By-Laws may be submitted in writing to the Trustees at any time by any active member.  The Trustees shall consider each proposed amendment and, if approved by a majority vote of the Trustees, it shall be submitted to the membership for ratification. 

Section 2.  A proposed amendment that has been approved by the Trustees shall be published in the newsletter or otherwise provided to the membership as part of the ratification process. 

Section 3.  A three-quarter vote of the membership at a meeting or by a ballot process authorized by the Trustees shall be required to amend, alter, repeal, or replace the By-Laws. 

Section 4.  Any amendment to the By-Laws ratified by the membership shall be published in the newsletter, posted on the website, or otherwise provided to the membership.   

 Any questions e-mail Alan Small at 470railroadclub@gmail.com and he can send you a word document as an attachment so you can look over.