Bylaws of the

WISCONSIN CHAPTER, INC., NATIONAL RAILWAY HISTORICAL SOCIETY

 

PREAMBLE:

The purpose of this organization is to facilitate the exchange of information among people interested in railroads, railway history, and railway preservation. 

 

I. NAME:

The name of this organization shall be WISCONSIN CHAPTER, INC., NATIONAL RAILWAY HISTORICAL SOCIETY (hereafter referred to as “Chapter”). Its members shall be governed by the Constitution and Bylaws of the National Railway Historical Society (“National”), as amended from time to time, a copy of which is held by the Chapter secretary and available to Chapter members; and by these bylaws, which are set up in accordance with the National bylaws.

 

II. MEETINGS, QUORUM:

a. Regular meetings shall be held as determined by the Board of Directors. The Board shall designate either the January or the February meeting as the annual meeting of the corporation.

 

b. Full opportunity shall be granted at all meetings for discussion of old and new items of business.

 

c. A quorum shall consist of 5% of Chapter members in good standing, in person or by proxy. If a quorum is not reached, no Chapter business may be acted upon.

 

d. Special meetings shall be called by the president upon the written petition of l/3 of the membership, or upon majority vote of the Board of Directors.

 

e. Meetings of the Board of Directors will be convened by the president no fewer than two times per year. Appropriate notice, including the publication of an agenda, must be given to members at least two weeks prior to the meeting. A quorum exists if 2/3 of all directors are present. If a quorum is not reached, no Chapter business may be acted upon.

 

III. MEMBERSHIP:

a. An interest in railway history and payment of Chapter and National dues are the only requirements for membership. Applications for membership shall be considered by and subject to approval by the Treasurer and one other officer of the Chapter. 

 

b. Membership may be declined or terminated by the Board of Directors when it is felt the conduct of the applicant or member would be, or is, prejudicial to the Chapter's best interests. Re-admission of such a terminated member will be only upon a 2/3 vote of the membership in attendance at a regular meeting.

 

c. The treasurer shall advise members when their dues are about to become delinquent, shall terminate the membership of those who are more than three months delinquent, and shall promptly advise the secretary and the circulation manager of such termination.

 

IV. FINANCIAL:

a. Annual Chapter dues shall be determined by the Board of Directors.

 

b. Chapter funds shall be used only to further the purposes and interests of the Chapter and the National Railway Historical Society, as determined by the Board. 

 

c. Expenditures up to $350 may be authorized by the president or treasurer; expenditures of more than $350 shall be approved by the Board of Directors.

 

d. An audit of the books of the Chapter shall take place annually by an audit committee. The audit committee shall be appointed by the president, and shall consist of minimum of three Chapter members, at least one of which shall not be a member of the Board of Directors.

 

V. OFFICERS & BOARD OF DIRECTORS:

a. The Officers and the Directors of the Chapter shall be elected at the annual meeting, and they shall serve until their replacements are elected.

 

b. Officers shall consist of a president, vice president, secretary, and treasurer. 

 

c. The Board of Directors shall consist of the elected officers, the immediate past president, and six directors.

 

d. The Board of Directors shall be responsible for the overall operation of the Chapter. The president shall preside at all board and membership meetings, and assumes the responsibilities customary to the office. The vice president shall serve as acting president whenever the president is absent, or in the event of the resignation, death or infirmity of the president. The secretary shall maintain all permanent records of the Chapter, and make such records available to those with a need to know, as determined by the president. The treasurer shall be responsible for the financial books and membership lists of the Chapter.

 

e. In the event of the resignation, death or infirmity of any officer, other than the president, the vacant office shall be filled by the Board of Directors from among the directors. In the case of a vacancy on the Board of Directors, a special election may be held at the next general membership meeting, at the discretion of the directors.

 

f. Candidates for elected office must be members in good standing of the Chapter and National.

 

g. A nominating committee may be appointed by the president with the approval of the Board of Directors. However, the use of a nominating committee shall not preclude nominations from the floor.

 

VI. AMENDMENT AND SUSPENSION:

a. Amendments to these bylaws may be made at any regular membership meeting providing the proposed amendment has been submitted to the membership, in the Chapter’s regular publication or by special communication, prior to the meeting at which the amendment will be voted on. A 3/4 vote (the quorum requirements having been met) shall be necessary for adoption.

 

b. These bylaws may be suspended without prior notice only by a 3/4 vote of a majority of the entire membership of the Chapter.

 

Adopted by the Membership March 5, 1993

Revision adopted by the membership, January 2, 2015