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Adopted: October 1985

As Revised: November 2003

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OF THE

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The office of the Corporation shall be the home address of the duly elected President or his successor, according to Article IV of these by-laws. The corporation may establish a mailing address such as a post office box, as required.

The purposes for which the Corporation is formed are: to preserve the historical materials of railway and related transportation of all kinds; to collect data on the history of transportation of all kinds; to encourage rail transportation; and to acquire by purchase, lease or otherwise, real or personal property, and to mortgage, sell, deed lease or otherwise manage same in a manner appropriate for a museum and the above mentioned purposes.

SECTION 1. Membership in the Corporation shall be composed of those persons who support the purposes enumerated in Article II.

SECTION 2. New members shall be sponsored by a member in good standing and approved by an officer of the Corporation.

SECTION 3. The classes of membership shall be in accordance with the National organization by-laws, that is:

Regular Member: One who maintains National membership through the Delaware Valley Chapter.

Chapter Member: One who maintains National membership through any other chapter.

Family Member: Spouse of a regular member, who resides in the same household as the member. Spouses of Chapter Members also are eligible to join, provided they maintain National Family Membership through another chapter.

SECTION 4. To encourage participation of younger people and to further the educational objectives of the organization, persons less than sixteen years of age may have limited Chapter membership in accordance with National by-laws.

SECTION 5. Every member shall pay such dues as may be fixed by the Board of Directors, and only members whose dues are current shall have the right to vote. The Directors may also establish a student rate for persons under sixteen years of age.

SECTION 6. Only "Regular" or "Regular Family" members as defined in Section 3 of this Article are eligible to serve as President, Vice President, or National Director.

SECTION 1. The affairs of the Corporation shall be under the management of the Board of Directors, consisting of four Chapter Officers, a National Director, and two Directors at Large for a total of seven members.

SECTION 2. Chapter officers and Directors shall be elected at the Annual Meeting of the Corporation (see Article VIII Section 2). Candidates for election shall have been members of the Chapter in good standing at least one year prior to the date of the Annual Meeting. Board members are required to attend a minimum of three-quarters of the total number of scheduled board meetings.

SECTION 3. The term of office for Chapter Directors at Large shall be two years from the date of election, alternating so that one position is open for election each year. During the first two years these by-laws are in effect, a period of transition shall be established so that one of the Directors shall be in office for one year and one shall be in office for two years. The Board Members shall choose among themselves who shall fill the different terms during the transition period.

SECTION 4. One member of the Board of Directors shall serve as National Director to act as liaison with the National Society, in accordance with National by-laws.

Immediately prior to the annual election of the Board of Directors, the members shall vote to elect a National Director, for a term of one year. The National Director shall fill one of the vacancies on the Board that is up for election at the Annual Meeting.

The National Director shall not also serve as an officer of the Chapter.

SECTION 5. The Officers of the Corporation shall consist of a President, Vice-President, Secretary and Treasurer. These officers shall be elected by a majority of votes of Regular members at the Annual Meeting. Officers shall serve from their election, for one-year terms.

SECTION 6. Meetings of the Board of Directors shall be held upon call by the President, or on written request to the President signed by three members of the Board, in which case the meeting shall be held within seven days of notice given.

SECTION 7. In order to conduct business at a duly convened Director’s meeting, a quorum shall be necessary consisting of four of the Board members.

In an emergency or when it is not possible to convene a quorum for the meeting, telephone vote may be taken, providing at least tow-thirds of the Directors are polled.

SECTION 8. In the event of a vacancy of any director’s or officer's position, before the term of office has expired, the Board shall appoint by majority vote, a person to serve the balance of the term. The person appointed to fill an office may be any of the present Directors, with the exception of National Director, including one holding another office (for example, the Vice-President may be appointed to finish the term of the President, etc.).

No person may hold more than one office, and the Directors shall make appointments as required to assure that the Chapter has the full complement of officers specified in these by-laws.

SECTION 9. In the event of a vacancy in the position of National Director,

a) the Board of Directors shall appoint a new National Director if necessary, in accordance with Section 8 (above), and

b) at the next regular membership meeting, providing proper notification is given according to Article X, the chapter members shall elect a new National Director to complete the remaining unexpired term of the previous National Director.

SECTION 1, PRESIDENT. The President shall preside at all meetings of the members of the Corporation and of the Board of Directors, and shall be a Director. The President shall have general responsibility for active direction and management of the business of the Corporation, and shall see that the orders and resolutions of the Board of Directors and of the membership are carried out. The President shall appoint chairpersons of all standing committees as required by these by-laws, for the general good of the Corporation. The President may appoint members of the chapter to assist Board Members in performing their duties. These appointments are not appointments to the Board of Directors.

The President shall be an ex-officio member of all committees and shall represent the Corporation upon all occasions as its official head.

Upon consent of the National Director, the President may designate an Alternate Director for the purpose of attending a meeting of the National Society. The Alternate Director may be any member in good standing of the National Railway Historical Society.

SECTION 2, VICE-PRESIDENT. In the event of the temporary absence of the President or other temporary inability to act, the Vice-President shall perform all of the duties and functions of the President, and shall be a member of the Board of Directors.

SECTION 3, SECRETARY. The Secretary, who shall be a member of the Board of Directors, shall keep full minutes of all membership meetings and meetings of the Board of Directors of the Corporation, and shall record all notes and the proceedings at those meetings. The Secretary shall be custodian of the documents issued by the Corporation.

In addition, the Secretary shall give notice of all meetings of the membership, and of the Board of Directors (unless such notice is published in the newsletter), and shall keep such other books and perform such other duties as may be prescribed by the President or the Board of Directors. 

SECTION 4, TREASURER. The Treasurer, who shall be a member of the Board of Directors, shall keep full and accurate records of receipts and disbursements in books belonging to the Corporation, and shall deposit all funds or other valuable effects in the name of and to the credit of the Corporation, in such depository as may be authorized by the Board of Directors. The Treasurer shall notify all members of dues payments and shall collect dues for renewals and for new members, and shall notify delinquent members at least once each year. A membership secretary may be appointed to assist the Treasurer with membership duties.

The Treasurer shall submit the chapter financial records to a financial review committee appointed by the Board of Directors within sixty (60) days of the end of the fiscal year, and shall account for all transactions at each meeting of the Board. The accounts of the Treasurer shall be reviewed not less that once each year.

SECTION 1. No member or officer or director shall receive compensation of any kind, except for value received.

SECTION 2. All checks for expenditures shall be countersigned by the President and Treasurer or by the Vice-President if either the President or Treasurer is not available.

SECTION 3. Authorizations for expenditures, including acquisition of capital assets and commitments for financial liability, shall be approves as follows:

A. Up to and including $ 300.00, President and Treasurer.

B. Over $ 300.00 up to and including $ 500.00, majority of Directors.

C. Over $ 500.00, majority of membership present at a regular meeting.

For these purposes, "expenditure" is defined as any disbursement of funds, loan or commitment which could create financial liability, such as a purchase, a non-refundable deposit, etc. "Capital Asset" is defined as anything, including donated items, which has the potential of creating financial liability for the Chapter, including but not limited to any

permanent structure, real estate, transportation equipment, or any other item having fair market value, regardless of actual purchase price.

The greater of a) actual cost, b) potential liability, or c) fair market value shall determine the level of approval required.

SECTION 4. Any prepaid expenses, such as dues for the National Society previously collected from the membership or payment for an event for which tickets were previously sold, are exceptions to the requirements described in Section 3 above.

SECTION 5. The fiscal year of the Corporation shall begin on January first and shall extend through December thirty-first of the year.

SECTION 6. A Fixed Assets Registry shall be maintained, describing all assets of the Corporation (other than consumable supplies or items intended for immediate resale), and including such details as purchase price, source, and estimated current value. The book shall be divided into appropriate sections such as "working assets," "historical assets" and "library". The President shall designate one or more persons to maintain the Acquisition Book.

SECTION 7. Authorization for the disposition of any Chapter asset, tangible or intangible either real or personal, including any investment or other thing of value, by sale, transfer, exchange, donation, gift or any other means shall be approves as follows:

A. Up to and including $ 300.00, President and Treasurer.

B. Over $ 300.00 up to and including $ 500.00, majority of Directors.

C. Over $ 500.00, majority of membership present at a regular meeting.

The greater of: a) actual cost, or b) fair market value shall determine the level of approval required.

SECTION 1. Each year, not later than June 1st, the Board of Directors shall appoint a Nominating Committee consisting of three members of the Chapter, for the purpose of developing a list of names of candidates for election at the Annual Meeting of the Corporation in October. A candidate may seek election to one position only. Names of the Nominating committee shall be publicized to all members through the newsletter or by direct mailing.

SECTION 2. The Treasurer shall provide a current membership list to the Nominating Committee. The Nominating Committee shall solicit the general membership, and propose at least one name for the position of National Director, and for the four Chapter officers and one Director at Large.

Names proposed by the Nominating Committee shall be announced at the September meeting of the membership, at which time additional nominations shall be accepted from the floor. Additional candidates may be submitted in writing to the Chairman of the Nominating Committee not later than October first.

SECTION 3. All candidates for election shall be announced to the general membership by direct mail or in the October newsletter, not later than seven days prior to the Annual Meeting of the Corporation.

SECTION 1. Membership meetings shall be held on a regular basis, and shall be announced by direct mail or through a newsletter, and also by announcement at the prior membership meeting if the date has been established. A quorum of fifteen percent of total membership eligible to vote is necessary for the transaction of any official business.

SECTION 2. The Annual Meeting of the Corporation shall be held in October of each year, and shall be attended by not less than fifteen percent of the total membership in order for business to be conducted. Election of the National Director and positions on the Board of Directors shall take place at this meeting.

Proxy or mail votes received by the Chairman of the Nominating Committee prior to the Annual Meeting shall apply toward satisfying the quorum.

Notice of the Annual Meeting shall be mailed to each member of the Corporation at the most recent address appearing in the Corporation’s records, not later than seven days prior to the Annual Meeting.

SECTION 3. All meetings of the general membership and of the Board of Directors shall be conducted according to Roberts Rules of Order.

SECTION 4. All membership meetings, including the Annual Meeting, shall be open to the general public and guests, with the general purposes of furthering the educational objectives of the Chapter and encouraging new members to join. Any person who attends three consecutive meetings shall be required to join the Chapter or may not be permitted to continue to attend (except persons not eligible to join by reason of age).

SECTION 1. Officers and Directors may be relieved of duties on the recommendation of two-thirds of the Board of Directors, and by approval of two-thirds of the membership present at a regular meeting at which a quorum exists. Notification of the proposed impeachment proceedings shall be provided to the general membership by mail at least seven days prior to the meeting.

SECTION 2. For cause, a member may be denied membership renewal or may be expelled from the Chapter, upon recommendation of two-thirds of the Board of Directors and approval of two-thirds of the membership present at a regular meeting at which a quorum exists. Notification of the proposed proceedings shall be provided to the general membership by mail at least seven days prior to the meeting.

SECTION 3. In cases such as described in section 1 and 2 above, Officers, Directors and members shall have the right to appear before the Board of Directors and the general membership, to present their side of the case, and to provide witnesses.

SECTION 4. The National Society shall be notified of any suspension of Chapter membership. Any action regarding National membership of the individual shall be a separate proceeding under Article XIII and other appropriate provisions of the National Society By-laws.

SECTION 1. Whenever notification by mail of the membership or of the Board of Directors is required by statute or these by-laws, it will be deemed sufficient if written notice is provided via Unites States First Class Mail. Such notices shall be postmarked not less than ten days prior to the subject meeting date, unless otherwise provided herein. Notices shall be properly addressed according to the most recent records of the Corporation.

SECTION 2. Notification under this Article may be accomplished either by direct mail to each member, or through a newsletter if one is published. In cases where notification under this Article is accomplished through a newsletter, first class postage shall be applied in accordance with Section l.

The term of existence of this Corporation is perpetual. Upon the dissolution of the Corporation, all liabilities shall be paid. All assets then remaining shall be disposed of within six months by donation to the National Railway Historical Society, unless the Board of the Delaware Valley Chapter, by majority vote, affirms in that the assets are to be donated to another organization qualifying under section 501(c)(3) of the Internal Revenue Code of 1954. Such organization shall be engaged in activities, the primary purpose of which is the reservation of railroad artifacts or archival and library materials useful for research in railroad history.

SECTION 1. Amendments to these by-laws shall be proposed to the membership upon approval of a majority of the Board of Directors. Amendments shall become effective upon ratification by a majority of the membership present at a regular membership meeting, providing a quorum exists.

SECTION 2. Proposed changes to the by-laws shall be mailed to each member, in accordance with the provisions of Article X. Votes by mail, by proxy and by those present at the meeting will be counted.

SECTION 1 Personal Liability of Directors:

A director of the corporation shall not be personally liable for monetary damages as such for any action taken, or any failure to take any action unless (1) the director has breached or failed to perform the duties of his office as hereafter set forth, and (2) the breach or failure to perform constitutes self dealing, willful misconduct or recklessness. A director of the corporation shall stand in a fiduciary relation to the corporation and shall perform his duties as a director, including his duties as a member of any committee of the board upon which he may serve, in good faith, in a manner he reasonably believes to be in the best interest of the corporation, and with such care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use in similar circumstances. In performing his duties a director shall be entitled to rely in good faith on information, opinions, reports or statements including financial statement and other financial data, if the same is prepared or presented: (a) by one or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented: or (b) by counsel, public accountants or other persons as to matters of which the director reasonably believes to be within the professional or expert competence of such person: or (c) by a committee of the board upon which the director does not serve but which is duly designated in accordance with law, as to matters within its designated authority, and which committee the director reasonably believes to merit confidence.

Notwithstanding the aforesaid, a director shall not be considered to be acting in good faith if he has knowledge concerning the matter in question that would cause his reliance to be unwarranted.

SECTION 2 INDEMNIFICATION:

The corporation shall indemnify any director, officer, employee or agent who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative or investigative (including actions by or in the right of the corporation to procure a judgement in its favor), by reason of the fact that he or she is or was a director, officer, employee or agent, against all liabilities and expenses (including attorney’s fees), judgements, fines and amounts paid in settlement, unless the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness on the part of such person. The foregoing right of indemnification shall also apply to the heirs, executors, and administrators of any such person.

The corporation may purchase and maintain insurance, or it may create a fund of any nature, which may, but need not be, under the control of a trustee, or it may otherwise secure its indemnification obligations hereunder in any manner it deems reasonable.

Expenses incurred by a director, officer employee or agent in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation.