BYLAWS of THE CONRAIL HISTORICAL SOCIETY, INC.
A 501(c)(3) Non-Profit Corporation | Adopted July 15, 2017
ARTICLE 1: GENERAL PROVISIONS
SECTION 1.1: Name. The name of this organization shall be "THE CONRAIL HISTORICAL SOCIETY, Inc." hereinafter referred to as "The CRHS."
SECTION 1.2: Purpose. The purposes of The CRHS, as set forth in the Articles of Incorporation, are exclusively charitable, educational, or religious, within the meaning of section 501(c)(3) of the Internal Revenue Code of 1954, as amended, or the corresponding provision of any future Federal tax law. In furtherance of such purposes, The CRHS shall have the same powers as an individual to do all things necessary or convenient to carry out the purposes, as set forth in these Bylaws.
SECTION 1.3: Subject. The specific purpose of The CRHS shall be (1) to encourage the writing, collection, and preservation of historical and contemporary material associated with the Consolidated Rail Corporation and Conrail Shared Assets Operations (hereinafter jointly referred to as "Conrail"), and (2) to preserve the heritage of Conrail and its predecessor railroads by acquiring, restoring, preserving, and interpreting materials associated with Conrail.
SECTION 1.4: Principal Office. The principal office of The CRHS shall be located at Marysville, Pennsylvania or at an alternate place, decided upon as necessary by the Board of Directors.
SECTION 1.5: Corporate Seal Design. The corporate seal of The CRHS shall be of the usual impression type and bear the words "CONRAIL Historical Society, Incorporated 1995, Pennsylvania."
SECTION 1.6: Anti-Discrimination Policy. The CRHS will not practice or permit any unlawful discrimination on the basis of sex, age, race, color, national origin, religion, physical handicap or disability, or any other basis prohibited by law.
SECTION 1.7: Pronouns. At any place in these Bylaws where a male pronoun is used, it shall refer to a person of any gender.
SECTION 1.8: Amendments. These Bylaws may be altered, amended, or repealed, or new Bylaws adopted, upon recommendation of the two-thirds vote of the Board of Directors. Any proposed change or amendment to the bylaws may be submitted to the Board of Directors in writing by any member in good standing of The CRHS.
SECTION 1.9: Availability. The Board of Directors will be responsible for making these Bylaws publicly available.
ARTICLE 2: MEMBERSHIP
SECTION 2.1: Availability. Applications for Membership in The CRHS shall be open to anyone interested in promoting the objectives of The CRHS under the conditions as set out hereinafter.
SECTION 2.2: Dues. Each applicant for Membership will be required to pay the proper amount of dues in full at the time of application submission.
SECTION 2.3: Voting Rights. All members of The CRHS in good standing will have the right to vote in Board of Director elections and voice their opinions during all board decision periods of comment.
SECTION 2.4: Delinquent Dues. Any member whose payment of dues is delinquent shall be considered not in good standing with The CRHS after January 31st of the year for which dues are owed.
SECTION 2.5: Application form. All applications for Membership shall be made using a form of application approved by the Board of Directors. Applications shall specify type of Membership desired and pertinent information relative to the applicant and an agreement to abide by all rules governing Membership in The CRHS.
SECTION 2.6: Rejection of Application. All Membership applications are subject to rejection for cause by the Board of Directors. If an application is denied by the Board of Directors, a letter of reasons for Membership rejection and the refunded application fee will be sent to the applicant. If an application is approved, the member will be considered active and will receive all materials and benefits conferred as part of Membership.
SECTION 2.7: Membership Terms. All Membership dues paid prior to October 1st of the year will be applied to the current calendar year, being retroactive to January 1st and expiring on December 31st of that calendar year. Membership dues paid on or after October 1st of the year will be applied to the following calendar year.
SECTION 2.8: Rates. Membership dues collected by CRHS will be at rates established by The Board of Directors and made publicly available.
SECTION 2.9: Policies & Procedures. All members of CRHS shall be bound by the policies and procedures set forth in a member code of conduct maintained by the Board of Directors. Failure to abide by these policies will result in the immediate forfeiture of Membership in The CRHS.
SECTION 2.10: Expulsion from Membership. Notwithstanding the forgoing, any Member may be expelled from Membership, with or without the assignment of any cause, upon a majority vote of all Members present at a duly convened meeting of the Members, provided that written notice of the intention to expel and reasons therefor have been provided in the notice of the meeting. No Member shall be expelled without having the opportunity to be heard at such meeting, but no formal hearing procedure need be followed.
SECTION 2.11: Honorary Titles. The Board may create such additional classes of “Membership,” such as contributing members or honorary members, as they see fit, but such person shall not have the right of Members under the Pennsylvania Nonprofit Corporation Law of 1988, as amended (the “Act”).
ARTICLE 3: REGULAR AND SPECIAL MEETINGS OF MEMBERS
SECTION 3.1: Regular Meetings. The regular membership meetings of The CRHS shall be held on a quarterly basis at a location and time to be determined by the Board of Directors.
SECTION 3.2: Special Meetings. Special meetings of the entire Membership may be called by the President, the Board, or at the written request of 50% of the Membership. At least five days' written notice stating the time, place, and purpose of any special meeting shall be given to the Members entitled to participate.
SECTION 3.3: Quorum. Eight members shall constitute a quorum for the transaction of business at the meeting.
SECTION 3.4: Voting. Each Member shall be entitled to one vote, in person, by ballot, by mail or by proxy in accord with Section 3.6. Unless otherwise required by these Bylaws, the manner of voting on any matter, including changes in the articles or bylaws, may be by voice vote, show of hands, or by ballot, as determined by the Members present, or by mail or electronic mail if determined by the Members and a means of voting is sent with notice of the question to be voted upon. The acts of a majority of Members voting shall be deemed to be the acts of the Members.
SECTION 3.5: Voting by Proxy. Any absent Member eligible to vote at any meeting of the Members may be represented as present and may vote at such meeting by a proxy authorized in writing by the Member or by his or her duly authorized attorney in fact. Such written authorization must specify the matter with respect to which the proxy is granted and the person entitled to vote, must be signed and dated by the Member granting the proxy, and must be filed with the Secretary. A proxy shall be revocable at will but the revocation shall not be effective until notice of the revocation has been given to the Secretary. A proxy shall not be revoked by the death or incapacity of the maker unless, before the vote is counted or the authority is exercised, written notice of such death or incapacity is given to the Secretary.
SECTION 3.6: Unanimous Consent of Members in Lieu of a Meeting. Any action which may be taken at a meeting of Members may be taken without a meeting if a consent or consents in writing setting forth the action to be taken shall be signed by all of the Members and shall be filed with the Secretary.
ARTICLE 4: BOARD OF DIRECTORS
SECTION 4.1: Powers. The business and affairs of The CRHS shall be managed by the Board of Directors, except as other-wise required by the Act, these Bylaws, or a resolution duly adopted by the Board.
SECTION 4.2: Qualifications of Directors. Each Director shall be an individual of at least 18 years of age, who need not be a resident of Pennsylvania, who is a member in good standing of The CRHS. Candidates must be nominated by two other members in good standing to be included on the ballot.
SECTION 4.3: Number, Election, and Term of Directors. The Board of Directors shall consist of an odd number of persons, not fewer than seven nor more than thirteen, as may be determined from time to time by the Board. Directors shall be chosen annually by ballot of the Members, which shall be mailed to the Members. Directors and shall serve for terms of three years and until their successors are elected and qualified. Successive terms shall be allowed.
SECTION 4.4: Removal. Any Director may be removed from office, with or without the assignment of any cause, by a vote of a majority of Directors in office, or of Members present, at a duly convened meeting of the Board or Members, as the case may be, provided that written notice of the intention to consider removal of such Director has been included in the notice of the meeting. No Director shall be removed without having the opportunity to be heard at such meeting (unless the action is taken by the Members), but no formal hearing procedure need be followed.
SECTION 4.5: Quorum. A majority of all Directors shall constitute a quorum for the transaction of business at any meeting, and the acts of a majority of the Directors present at a duly convened meeting at which a quorum is present shall be the acts of the Board, unless a greater number is required by the Act or these Bylaws.
SECTION 4.6: Vote. Every Director shall be entitled to one vote.
SECTION 4.7: Unanimous Consent of Directors in Lieu of Meeting. Any action which may be taken at a meeting of the Board may be taken without a meeting if a consent or consents in writing setting forth the action so taken shall be signed by all of the Directors in office and shall be filed with the Secretary.
SECTION 4.8: Regular Meetings. Regular meetings of the Board shall be held as determined by the Board.
SECTION 4.9: Annual Meeting. The annual meeting of the Board of Directors shall be held during the month of January, at a time and place determined by the Board.
SECTION 4.10: Special Meetings. Special meetings of the Board may be called by the Members, the President, or by 50% of the Board at any time. At least five days’ notice stating the time, place, and purpose of any special meeting shall be given to the members of the Board. Presence at a meeting shall be considered a waiver of notice.
SECTION 4.11: Teleconference Meetings. Any Director may participate in a meeting of the Board or any committee thereof by means of a conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other.
SECTION 4.12: Agents. Only members of The Board of Directors, or an individual granted the authority by the majority of the Board of Directors or CRHS President, may speak or act as an agent or official representative of The CRHS.
SECTION 4.13: Election Tie. In the event of a tie in a Board of Directors election, the winner shall be decided by a vote by secret ballot of the currently seated Board of Directors.
SECTION 4.14: Vacancies. Vacancies occurring on the Board of Directors, either by increase in the number of Directors or by the death or resignation of a Director, may be filled by a member of The CRHS in good standing, nominated and chosen by the majority vote of the remaining Directors. In the event of a resignation or death, the newly-elected Director will serve only the remainder of the resigned Director’s three-year term.
ARTICLE 5: LIABILITY AND INDEMNIFICATION
SECTION 5.1: General Rule. A Director shall not be personally liable for monetary damages as a Director for any action taken, or any failure to take any action, unless: (a) the director has breached or failed to perform the duties of Director in accordance with the standard of conduct contained in Section 5712 of the Act and any amendments and successor acts thereto; and (b) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness; Provided, however, that the foregoing provision shall not apply to (a) the responsibility or liability of a Director pursuant to any criminal statute or (b) the liability of a Director for the payment of taxes pursuant to local, state or federal law.
SECTION 5.2: Indemnification. The CHRS shall indemnify any officer or Director 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, (and whether or not by, or in the right of, The CRHS) (a “Proceeding”) by reason of the fact that such person is or was a representative of The CRHS, or is or was serving at the request of The CRHS as a representative of another domestic or foreign corporation for-profit or not-for-profit, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such Proceeding if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of The CRHS, and with respect to any criminal proceeding, had no reason to believe such conduct was illegal, provided, however , that no person shall be entitled to indemnification pursuant to this Article in any instance in which the action or failure to take action giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness; and provided , further, however, in instances of a claim by or in the right of The CRHS, indemnification shall not be made under this section in respect of any claim, issue or matter as to which the person has been adjudged to be liable to The CRHS unless and only to the extent that the court of common pleas of the judicial district embracing the county in which the registered office of The CRHS is located or the court in which the action was brought determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses that the court of common pleas or other court shall deem proper.
SECTION 5.3: Procedure. Unless ordered by a court, any indemnification under Section 5.2 or otherwise permitted by law shall be made by The CRHS only as authorized in the specific case upon a determination that indemnification is proper in the circumstances because he or she has met the applicable standard of conduct set forth under that section. Such determination shall be made: (1) by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to the action or proceeding; (2) if such a quorum is not obtainable or if obtainable and a majority vote of a quorum of disinterested directors so directs, by independent legal counsel in a written opinion; or (3) by the Members.
SECTION 5.4: Advancement of Expenses. The CRHS shall advance expenses incurred by an officer or Director who may be eligible for indemnification pursuant to this Article in defending a Proceeding unless such Proceeding is brought against the person by or in the right of The CRHS, and may advance such expenses in any case in which it decides indemnification may be appropriate, in advance of the final disposition of such Proceeding, upon receipt of an undertaking by or on behalf of such person to repay the amount so advanced if it shall ultimately be determined that such person is not entitled to be indemnified by The CRHS.
SECTION 5.5: Continuing Right to Indemnification. The indemnification and advancement of expenses provided pursuant to this Article shall continue as to any person who has ceased to be an officer or Director of The CRHS and shall inure to the benefit of the heirs, executors and administrators of such person.
SECTION 5.6: Other Rights. This Article shall not be exclusive of any other right which The CRHS may have to indemnify any person as a matter of law.
ARTICLE 6: OFFICERS
SECTION 6.1: Positions, Election, Term. The officers of The CRHS shall include a President, a Vice President, a Secretary, and a Treasurer, who shall be elected by the Directors from among the Directors at the annual meeting of Directors and shall serve for a term of one year and until their successors are elected and qualified. The Directors may elect such other officers or assistant officers, who need not be members of the Board, as they deem appropriate from time to time.
SECTION 6.2: Consecutive Terms. Officers may be elected for consecutive terms.
SECTION 6.3: Duties. The duties of the officers shall include, but are not limited to, the following:
(a) The President (or his designee) shall preside at all meetings of the Directors, Membership, and Executive Committee; shall generally supervise the business of The CRHS; and shall execute documents on behalf of The CRHS. The President shall be an ex-officio member of every committee of The CRHS.
(b) The Vice President shall assist the President in the supervision of the business of The CRHS, and shall assume the duties of the President if the President is deemed unable or unwilling to perform such duties.
(c) The Secretary shall assure that minutes are prepared and maintained for all meetings of the Board and the Members; shall assure that appropriate notice is given for all meetings of the Board and Members; and shall perform such other duties as may be prescribed by the Board or by the President. In the absence of the Secretary or his designee at any meeting, the President shall appoint another member of the Board of Directors to serve as temporary Secretary.
(d) The Treasurer shall assure that accurate accounts of the receipts and disbursements of The CRHS are maintained; shall cause financial reports to be provided to the Board regularly (on a schedule to be determined by the Board, but not less than quarterly) and to the Members as requested, but not less than once a year; and shall perform such other duties as may be prescribed by the Board or by the President in compliance with fiscal policy and procedure.
SECTION 6.4: Removal of Officers. Any officer may be removed from office by the affirmative vote of two-thirds of all Directors at any meeting of the Board of Directors for nonfeasance, for conduct detrimental to the interests of The CRHS, for lack of sympathy with its objectives, or for refusal to render reasonable assistance in carrying out its purpose. Any officer proposed to be removed shall be entitled to at least five days’ notice in writing by certified mail of the meeting of the Board of Directors at which such removal is to be voted upon and shall be entitled to appear before and be heard by the Board of Directors at such meeting. Upon removal from office, the removed director must immediately surrender all CRHS property to the custody of the Board of Directors.
ARTICLE 7: FISCAL POLICY
SECTION 7.1: Fiscal Year. The fiscal year of The CRHS shall commence on January 1 of each year and end on December 31.
SECTION 7.2: Review. The Board shall review a report all bills and invoices paid by the Treasurer on a quarterly basis.
SECTION 7.3: Maximum Expenditures. The Board of Directors shall establish maximum amounts authorized for any single expenditure without prior approval of the membership by (1) the President and (2) the Board of Directors itself. These maximum amounts shall remain in effect and unless changed by the Board of Directors.
SECTION 7.4: Annual Report. The Treasurer shall report a record of past expenditures and income yearly to the Board of Directors.
SECTION 7.5: Professional Review. The Board of Directors may arrange for an annual professional review of the financial records of The CRHS, to be made at the close of the fiscal year and before the filing of The CRHS's tax information. The results of this review shall be presented to the membership no later than the second quarter membership meeting following the fiscal year for which the review applies.
SECTION 7.6: Policy & Procedure. The Board of Directors shall adopt fiscal policies and procedures in accordance with the laws and codes of the Commonwealth of Pennsylvania and the Internal Revenue Service (IRS) that govern the activities and administration of 501(c)(3) non-profit organizations.
ARTICLE 8: EXEMPT ACTIVITIES
SECTION 8.1: Activity. Notwithstanding any other provision of these Bylaws, no Director, Officer, employee, or representative of The CRHS shall take any action or carry on any activity by or on behalf of The CRHS not permitted to be taken or carried on by an organization exempt under section 501(c)(3) of the Internal Revenue Code of 1954, as now in force or afterwards amended, or by an organization contributions to which are deductible under section 170(c)(2) of such code as now in force or afterwards amended.
SECTION 8.2: Maintaining Exemption. Directors or agents of The CRHS may not engage in any activity that will jeopardize The Society's status as an organization exempt under section 501(c)(3) of the Internal Revenue Code of 1954, as now in force or afterwards amended, or by an organization contributions to which are deductible under section 170(c)(2) of such code as now in force or afterwards amended.
ARTICLE 9: DISSOLUTION
SECTION 9.1: Approval. The CRHS may be dissolved only on the affirmative vote of a majority of the entire membership by written ballots. In the event of such dissolution, all assets shall be converted into cash, excepting real estate, equipment, or other fixed assets suitable for transfer to a museum, and after payment of all outstanding indebtedness, the assets of The CRHS shall be distributed as follows: To any worthy Museum or Educational organization exempt under the United States Internal Revenue Code of 1954, Section 501(c)(3). This shall not be construed to mean that distribution shall be limited to one such organization but only that such organizations must be non-profit and exempt under Section 501(c)(3) IRC.
ARTICLE 10: NOTICES
SECTION 10.1: Notice. Whenever written notice is required to be given to any person, it may be given to such person either personally or by sending a copy thereof by first class or express mail, postage prepaid, or courier service, charges prepaid, or by facsimile transmission or electronic mail, to that person's address (or facsimile number or e-mail address) appearing on the books of The CRHS, or in the case of Directors, supplied by that person to The CRHS for the purpose of notice. If the notice is sent by mail or courier service, it shall be deemed to have been given to the person entitled thereto when deposited in the United States mail or with the courier service for delivery to such person or, in the case of facsimile or electronic mail when dispatched. Such notice shall specify the place, day and hour of the meeting, and any other information which may be required by the Act or these Bylaws, including, in the case of a special meeting of Members, the general nature of the business to be transacted.
SECTION 10.2: Waiver of Notice. Any required notice may be waived by the written consent of the person entitled to such notice either before or after the time for giving of notice, and attendance of a person at any meeting shall constitute a waiver of notice of such meeting, except where a person attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened.
SECTION 10.3: Electronic Mail. Any action which may be done, or is required to be done, in writing under these Bylaws or the Act, including agreement to a unanimous written consent, shall be valid if sent and received by electronic mail.