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Potomac Chapter NRHS Bylaws

NATIONAL RAILWAY HISTORICAL SOCIETY
POTOMAC CHAPTER, INC.
BYLAWS

As amended at the October 18, 2016 membership meeting.

Article I: Name
Article II: Purpose
Article III: Principal Office
Article IV: Board of Directors and National Representative
Article V: Officers
Article VI: Nominations and Elections
Article VII: Membership
Article VIII: Dues
Article IX: Meeting of Members
Article X: Quorum for Meeeting of Members
Article XI: Amendments
Article XII: Removal of Officers and Directors
Article XIII: Expulsion of Members
Article XIV: Claims; Indemnity
Article XV: Financial Records
Article XVI: Bonds
Article XVII: Earnings
Article XVIII: Fiscal Year
Article XIX: Travel Expenses
Article XX: Authorized Representation
Article XXI: Dissolution
Article XXII: Incapacitation of an Officer
Article XXIII: Affiliation

ARTICLE I: NAME

The name of this organization shall be NATIONAL RAILWAY HISTORICAL SOCIETY, POTOMAC CHAPTER, INC. (hereinafter referred to as the Chapter.)

ARTICLE II: PURPOSE

The purpose for which this Chapter is formed and the business or objectives to be carried on and promoted by it are mainly historical, educational, and are not for profit. The more particular objectives are:

a. To preserve the historical materials of railway transportation of all kinds.
b. To collect data on the history of transportation and to issue publications relating to this subject.
c. To acquire by purchase, lease, or otherwise real or personal property.
d. To mortgage, sell, deed, lease or otherwise manage real or personal property in a manner appropriate for museums and the above mentioned purpose.
e. To increase understanding of the various phases of Rail Transportation by sponsoring or cooperating in the operation of inspection trips to various Rail Transportation facilities.
f. To sponsor rail trips, photographic excursions, conventions, lectures, motion picture and slide showings, exhibitions, banquets, and other undertakings of a fundamentally educational character.

ARTICLE III: PRINCIPAL OFFICE

The principal office of the Chapter shall be located in Montgomery County, Maryland.

ARTICLE IV: BOARD OF DIRECTORS

Section 1. There shall be a Board of Directors (hereinafter called the Board) consisting of the four elected Chapter officers, the National Representative, and the four directors at large which shall conduct the corporate affairs of the organization. The Board shall meet at the call of the President or at the request of two-thirds of the members of the Board to conduct required Chapter business and shall have the authority and functions normally delegated to a Board of Directors with its actions subject to review of the membership. Authority to approve expenditures without membership review is limited to $1,000. Larger expenditures must be approved by the membership at a regular membership meeting- A quorum of the Board shall consist of six members, but members may cast their vote by phone or mail, without their physical presence. Simple majority vote of the quorum of Board of Directors in contact shall prevail. The Board may adopt procedures to conduct business via alternative communication methods, such as email.

Section 2. The directors at large shall be members in good standing elected for two year terms to fill seats of directors with expiring terms. They shall take office on the 1st day of January following their election.

Section 3. All powers not specifically reserved to the membership or denied to the Board shall remain with the Board. Any action of the Board, other than the expenditure of up to $1,000, may be reversed by a vote of two-thirds of the membership present and voting at the next Chapter meeting.

Section 4. As provided in the bylaws of the National Railway Historical Society (NRHS), the Chapter may designate a National Representative to the national organization. The National Representative shall represent the Chapter on the Advisory Council of the National Railway Historical Society. The Chapter’s representative may not hold office or directorship in the NRHS. The Chapter’s sitting National Director shall assume the office of National Representative upon completion of the transition by the NRHS to the organizational structure adopted in the new NRHS bylaws of June 24, 2011. The first election for National Representative will occur at the next annual Chapter election. Thereafter National Representative shall be elected by the membership annually at the same time as the officers and other directors. The National Representative will take office the first day of January following his or her election and serve for the ensuing year or until a successor is installed.

Section 5. The Chapter’s National Representative has sole fiduciary responsibility to the Potomac Chapter to act in the Chapter’s interests and to inform the Executive Committee of any developments would affect the Chapter’s interests, either beneficially or adversely. Should any person or organization ask the National Representative to act in a manner inconsistent with the representative’s responsibility to the Chapter, including execution of confidentiality agreements, the representative shall immediately inform the Executive Committee and respond as the Executive Committee recommends.

Section 6. If the National Representative is unable to attend any meeting of the Advisory Council, the President may appoint a member in good standing to act as the Chapter’s Alternate Representative at the aforementioned meeting.

ARTICLE V: OFFICERS

Section 1. The officers of the Chapter, in order of rank, shall be a President, Vice President, Secretary, and Treasurer. These officers shall be elected by the membership annually. Chapter officers will take office the 1st of January following their election and serve for the ensuing year or until their successors are installed.

Section 2.The President shall be the Chief Executive Officer of the Chapter and the Chairman of the Board. The President may appoint such other officers of the Chapter as he or she may desire, including committee chairmen. The President shall be an ex-officio member of all committees and shall coordinate all activities of the Chapter. Expenditures of $200 or less may be authorized by the President.

Section 3. The Vice President shall assume the President's duties in his absence.

Section 4. The Secretary shall prepare and maintain minutes at all meetings, assist in election procedures as prescribed in these By-Laws and handle all correspondence not otherwise delegated. The Secretary shall preside at Board and Chapter meetings in the absence of senior officers.

Section 5. The Treasurer shall conduct the financial affairs of the Chapter and provide a financial statement at each Board meeting. The Treasurer shall present an annual formal Treasurer’s Report to the Board. He/she shall be responsible for the Chapter’s bank accounts and a record of its assets. The Treasurer shall preside at Board and Chapter meeting in the absence of senior officers.

Section 6. The four officers shall constitute the Executive Committee of the Chapter. The Executive Committee may exercise whatever powers not expressly reserved to the Board or the membership necessary to conduct the Chapter’s business in a prudent and timely fashion.

ARTICLE VI: NOMINATIONS AND ELECTIONS

Section 1. Nominees for Chapter officers must be 21 years of age or older. Nominees for directors at large must be 18 years of age or older. All nominees must be members in good standing and must have been a Chapter member for at least one year. Nominations for directors at large and Chapter officers shall be made by a Nominating and Election Committee to be appointed by the President in September of each year. The nominees shall be presented to the membership at the October meeting. Members in good standing may nominate candidates for office from the floor at the October meeting. Nominations from the floor must be accompanied by a written statement of acceptance of the nomination by the person to be nominated.

Section 2. If there is more than one candidate for any office, the nominating and election committee must conduct an election. The committee is responsible for setting the procedures for the election, insuring a secret ballot, avoiding duplicate votes, and guaranteeing an accurate vote count. Written ballots must be distributed to all members in good standing. The committee may use the newsletter for distribution of ballots. The purpose of this distribution is to allow members unable to attend the November membership meeting an opportunity to vote via mail. Members attending the November membership meeting may cast their ballots at the meeting.

Section 3. Whenever an elective office becomes vacant, for whatever reason, the President shall make a temporary appointment for a period not to exceed three months. If the unexpired term will exceed three months, the Board shall present its nominee to fill the vacancy, at a membership meeting, within five (5) weeks following the vacancy. Nominations by the members and elections shall follow the usual procedures.

ARTICLE VII: MEMBERSHIP

Section 1. Any person of good character, sixteen years of age or over, interested in the objectives of the Chapter and the National Railway Historical Society, Inc., shall be eligible for membership.

Section 2. For all purposes, Chapter membership shall be dependent and predicated on national membership in the National Railway Historical Society.

Section 3. Applicants shall be sponsored by Chapter members in good standing. Applications for Chapter membership shall be submitted to the Treasurer. All applications shall be accompanied by the proper amount of Chapter and national dues as of the date of the application. Any recommendation for acceptance or rejection shall be presented by the Treasurer and voted upon by the Board of Directors.

Section 4. Honorary memberships shall be conferred for a lifetime upon individuals who have made an outstanding contribution to the objectives of the Chapter following: (1) nomination in writing by four members in good standing clearly stating the contributions of the nominee, (2) recommendation for approval by the Board, and (3) approval of a majority of the Chapter membership assembled in meeting. Failure of the Board to recommend approval will terminate further consideration of the nomination. The nominee cannot be renominated for two years. Such members shall be accorded all the privileges and responsibilities of a regular member except that they may not hold elective office and they shall not be required to pay any dues.

ARTICLE VIII: DUES

Section 1. Annual dues shall consist of a combination of National and Chapter dues. Those persons already members of the NRHS shall pay only the Chapter dues. Persons joining after July 1st of any year shall pay one-half of the annual dues of the Chapter, plus the required National dues. All memberships expire on December 31st of each year. Renewal dues are due on January 1st and must be received by the Treasurer no later than March 15th of the same year for the member to remain in good standing.

Section 2. The annual National dues are fixed by the National Board of Directors of the National Railway Historical Society, Inc.

Section 3. The Chapter annual dues shall be any amount as may be recommended by the Chapter Board of Directors and approved by a majority of the Chapter members assembled in meeting.

Section 4. To encourage new memberships, the Board may offer extended coverage to new members at any time not to exceed sixteen months membership for the payment of one year’s dues.

ARTICLE IX: MEETING OF MEMBERS

Section 1. Chapter meetings shall be held monthly at a date, time, and place to be recommended by the Board of Directors and approved by a majority of Chapter members assembled in meeting. Special Chapter meetings may be convened by the Board as required.

Section 2. A present and simple majority vote shall prevail at any meeting of members.

ARTICLE X: QUORUM FOR MEETINGS OF MEMBERS

At least 10 percent of the Chapter membership or 10 members, whichever is greater, shall constitute a quorum for conducting business at a Chapter meeting.

ARTICLE XI: AMENDMENTS

Proposed amendments to these By-Laws must be presented in writing to the Board. The Board will review same and place the proposed amendment and its recommendation in the next Chapter newsletter. A vote on the proposed amendment as submitted to the Board will be held at the second monthly meeting following the newsletter. A motion to approve an amendment to the bylaws must receive: (1) a majority of the votes cast, and (2) the votes in favor must represent at least 10 percent of the membership, voting either in meeting or by mail ballot.

ARTICLE XII: REMOVAL OF OFFICERS AND DIRECTORS

Should it become necessary to remove an officer or director from office for actions detrimental to the Chapter, the officer or director may be removed by a two-thirds vote of the members in good standing present and voting at a regular meeting of the membership, or at a special meeting called for this purpose, after the following procedures have been taken: A written request for removal, stating in detail the reasons for the request, shall be sent to the President by certified mail or presented to the presiding officer at a regular meeting of the membership. The request shall be signed by the initiating member and countersigned by two additional members in good standing. The President shall promptly notify the officer or director and shall appoint a special investigating committee of five members in good standing, composed of former officers and/or directors if available, and turn the removal request over to the committee for investigation and report without delay. The investigating committee shall interview all parties concerned. Upon receipt of the report of the investigating committee, the President shall present it to the Board of Directors at its next regular or special meeting. If the investigating committee report does not concur with the request for removal, the Board may, by majority vote, terminate the matter and must then notify the membership of its findings.

If the committee report concurs with the request for removal, the Board shall adopt a resolution referring the request for removal to the membership with its recommendation. The President shall then notify in writing by certified mail the officer or director concerning whom the request for removal was filed of the action taken, and the final action to be taken at the next regular membership meeting and request that the officer or director concerned appear at the said meeting to answer the charges made in the request for removal. If the officer or director resigns, the matter shall be terminated. Following this hearing, or if the officer or director concerned fails to appear without having requested a delay, the final vote shall be taken. If the officer named in the request for removal should be the President, all actions directed to be taken by the President in this Article shall be taken by the Vice President. At the discretion of the Board, the officer or director named in the request for removal may be suspended from his duties upon the receipt of the request until final action has been taken in the matter and shall not attend any meetings of the Board of Directors during that period.

ARTICLE XIII: EXPULSION OF MEMBERS

In the event it becomes necessary to expel a member for actions detrimental to the Chapter, the member may be expelled by a two-thirds vote of the members, in good standing, present and voting at a regular meeting under the following procedure: A request for expulsion of a member must be submitted in writing to the President. It must state the reasons why expulsion seems necessary, and it must be signed by three (3) members in good standing. The President shall so notify the member in question and in writing turn the expulsion request over to the Board for investigation and prompt report. The Board shall interview all parties. If the Board report favors expulsion, the President shall offer the member the opportunity to resign from the Chapter. If the member does not resign the President shall read the expulsion request and the report of the Board at the next meeting. The member shall then be given the opportunity to answer the charge made in the expulsion request. The vote on expulsion shall then be taken. If the member does not appear, and has not requested a delay, the vote of expulsion shall be taken.

ARTICLE XIV: CLAIMS; INDEMNITY

Section 1. The Chapter assumes no responsibility for property which may be brought into or left at Chapter-sponsored activities nor for any accident or injury to any person or property.

Section 2. Members are responsible and liable for damage done by them to Chapter assets.

ARTICLE XV: FINANCIAL RECORDS

Section 1. The Board of Directors is responsible for assuring that the financial records of the Chapter are reviewed on a regular basis. The minimum frequency shall be every three years, commencing with a review of fiscal year 2012, or upon changeover of the Treasurer, whichever is sooner. The Board may engage a certified public accountant to conduct an audit or appoint a financial review committee of chapter members.

Section 2. If the Board chooses to engage an auditor, no member of the Board of Directors may serve as an auditor. The report of the auditor shall be made available to the membership.

Section 3. If the Board appoints a financial review committee, the Board shall provide guidance to the committee on the scope of the review. No Chapter officer may serve on the committee. The financial review committee must include at least one chapter member who is not a member of the Board. The committee shall be responsible for reviewing the fiscal transactions of the Chapter within the parameters defined by the Board and for verifying balances in the Chapter’s accounts. The report of the financial review committee shall be made available to the membership.

ARTICLE XVI: BONDS

As determined by the Board of Directors, the Treasurer and other officers shall be bonded in such principal amounts as the Board shall direct. The Treasurer shall be responsible for procurement and maintenance of bonds and for timely payments of premiums and all other costs from Chapter funds.

ARTICLE XVII: EARNINGS

No part of the earnings of this corporation shall inure to the benefit of, or be distributable directly or indirectly, to its members, officers, directors, or other private persons, except that the corporation shall be authorized and empowered to reimburse such persons for actual expenses incurred on official business of the Chapter, and to make payments and distributions in furtherance of the purposes and objectives set forth in Article II of these By-Laws. No substantial part of the activities of the corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation, and the corporation shall not participate in, nor intervene in (including the publication or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these By-Laws, the corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from Federal income tax under Section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).

ARTICLE XVIII: FISCAL YEAR

The fiscal year of the Chapter shall correspond with the calendar year.

ARTICLE XIX: TRAVEL EXPENSES

1. The National Representative of the Chapter, or an alternate designated by the President, is entitled to reimbursement for travel expenses to meetings of the directors of the National Railway Historical Society, Inc., provided that reimbursement for attendance at the National Convention should be limited to only expenses that would not have been otherwise incurred in the course of the National Representative attending the convention, as an ordinary member.

2. Other individuals may be reimbursed for travel undertaken on behalf of the Chapter. Reimbursement shall be paid only for travel outside the Washington/Baltimore metropolitan area.

3. Reimbursement for transportation by public conveyance shall be limited to the lowest applicable round-trip rail or air fare. Reimbursement for travel by private automobile shall be no less than that currently allowed by the Internal Revenue Service for deductions of mileage for charitable purposes and no greater than that allowed by the IRS for business travel. A reimbursement rate greater than the charitable rate must be authorized by the chapter's board of directors on a case-by-case basis. Automobile reimbursement shall not exceed the applicable rail or air fare.

4. Reimbursement for meals and lodging shall be for actual expenses, limited to the amounts permitted U.S. government employees for those purposes at the location where incurred. No other travel expenses may be reimbursed.

5. The Board of Directors shall approve all travel in advance.

ARTICLE XX: AUTHORIZED REPRESENTATION

No Chapter member or group of Chapter members shall have authority to officially represent or act as agent for the Chapter or to make any commitment or utterance on behalf of the Chapter unless that member or group of members has been duly authorized to represent the Chapter by the Board or by a majority vote of Chapter members voting in a duly convened Chapter meeting.

ARTICLE XXI: DISSOLUTION

The Potomac Chapter will cease to exist if the membership falls below six members for 18 months or by affirmative vote of members assembled in meeting. In event of dissolution all assets shall be distributed as determined by the membership to a non-profit group or groups whose purpose is in concert with that of Article II of these By-Laws.

ARTICLE XXII: INCAPACITATION OF AN OFFICER

If (1) an officer has failed to perform the duties of the office for at least 90 days or (2) the officer, the officer’s spouse, the officer’s attending physician, or the officer’s representative under a health care power of attorney advises the Board, in writing, that the officer is incapacitated and will be unable to perform the duties of the office for at least 60 days, then the President shall appoint a member to serve as an acting officer until either the end of the elected officer’s term or such time as the elected officer shall resume the elected officer’s duties. If acting officer is serving for the elected officer at the time of the Chapter’s scheduled elections, the elected officer shall not be eligible for reelection.

ARTICLE XXIII: AFFILIATION

The Potomac Chapter originated as the Capital Railroad Club, prior to its becoming affiliated with the NRHS. As recognized in Article X of the NRHS Bylaws adopted June 24, 2011, the Potomac Chapter is an independent organization that participates with NRHS in activities which are in the organizations’ mutual interests. The membership may end this affiliation by amending these bylaws to eliminate any affiliation with the NRHS. In the event that the membership so votes, the name of the Potomac Chapter shall become the Capital Railway Club, Inc. or other such name as the membership may designate. The Board shall be empowered to take the necessary actions to change the Potomac Chapter’s registrations with governmental authorities and other organizations. In the event that the NRHS takes actions that the Board believes creates an immediate threat to the existence of or independence of the Potomac Chapter or to the control of its assets, the Board may immediately suspend the Potomac Chapter’s affiliation with the NRHS pending a vote by the membership to end the affiliation.


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