Board of Directors/Chapter ByLaws
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2020-2021 Board of Directors
Officers President - Laz Scangas Vice President - Alan Ward Secretary - Tom Gallagher Membership and Treasurer - John Gaworecki Immediate Past President - Carl Fowler Historian - Laz Scangas Web Conductor - Ed Bianchi NRHS Representative - Tom Gallagher Board Directors At Large Jim Hoffman, Rick Bonneau, Steve Lowe, Chris Monje, Jason Owen, Bill Sander |
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BY-LAWS OF CHAMPLAIN VALLEY CHAPTER OF THE NATIONAL RAILWAY HISTORICAL SOCIETY, INC. Adopted December 11, 1967 Amended November 13, 1991 Amended February 14, 1996 Amended May 8, 2013 Amended November 16, 2021
Amended February 16, 2022
Amended March 16, 2022
ARTICLE 1 - MEMBERS AND MEMBERSHIP MEETINGS
1. Membership. The members of the corporation shall be limited to persons who have paid their annual membership dues and wish to be associated with the corporation for the advancement of the purpose set forth in the Articles of Association. There are two levels of membership, Chapter Adult Member and Chapter Family Member (at least one family member has to be an adult member). The Board of Directors may terminate the membership of any member whose dues are in arrears. NRHS membership is encouraged but optional. If you wish to join or renew, you must do so directly with NRHS.
2. Annual Meetings. The annual meeting of the members of the corporation shall be held in November at such time and at such place in Chittenden County as shall be determined by the Board of Directors. Written notice shall be mailed or e-mailed to all members a week or more in advance.
3. Regular Meetings. The meetings of the members of the corporation shall be held monthly, except in July and August, at such time and places as shall be determined by the Board of Directors. Written notice shall be mailed or e-mailed to all members a week or more in advance. A regular
meeting may be omitted by vote of the Board of Directors or the members
4. Special Meetings. The President or Board of Directors may call special meetings of the members at any time and place. Written notice shall be mailed or e-mailed to all members two or more days
in advance.
5. Quorum. Fifteen percent of the current membership shall constitute a quorum for the transaction of business at any meeting of the members of the corporation.
ARTICLE II – DIRECTORS AND DIRECTORS’ MEETINGS
1. Election. The affairs of the corporation shall be managed by the Board of Directors, who shall be the eight officers, the immediate past president and up to six additional directors-at-large, all to be elected annually by the members. In the event that the Immediate Past President concurrently holds another officer position, or is unavailable for Board participation, an additional director-at-large shall be elected. If an officer holds more than one position on the Board of Directors, the number of At Large Directors will be adjusted to reflect a total voting membership of up to fifteen members on the Board of Directors. No Board of Directors shall serve more than three consecutive
terms. Board of Directors are required to be members of the NRHS
2. Regular Meetings. The regular meetings of the Board of Directors shall be held in advance of membership meetings with such notice, as the President deems appropriate. Any regular meeting
may be omitted in the discretion of the President.
3. Special Meetings. A special meeting of the Board of Directors may be called by the President or any two Directors at such place as may be designated by the Director(s) calling the special meeting and with such notice as said Director(s) deem appropriate.
4. Quorum. A majority of the elected Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.
5. Audit. The Board of Directors will cause an audit of the financial records of the corporation to be performed at least annually, and whenever there is a change of the President or the Secretary-Treasurer, and at such other times as the Board feels it is warranted.
ARTICLE III - OFFICERS
1. Election. The eight officers of the corporation shall be the President, Vice-President, Secretary, Treasurer, Membership Secretary, Chapter Historian, Chapter National Representative, Chapter Web Conductor and Editor. No officers except for the Treasurer, Membership Secretary, Chapter National Representative, Editor and Chapter Web Conductor shall serve more than two consecutive terms. All except the Editor shall be elected by the members at the annual membership meeting to serve for the ensuing calendar year. The Editor shall be appointed by the Board of
Directors at least annually at the beginning of each year and as required.
2. President. The President shall preside at all meetings of members and of the Board of Directors. He/she shall have and exercise general charge and supervision of the affairs of the corporation and shall do and perform such other duties as may be assigned to him/her by the Board of Directors.
3. Vice President. At the request of the President, or in the event of his/her absence or disability, the Vice-President shall perform the duties and possess and exercise the powers of the President; and to the extent authorized by law the Vice President shall have such other powers as the Board of Directors may determine, and shall perform such other duties as may be assigned to him/her by
the Board of Directors.
4. Secretary. Secretary shall have custody of the corporate records and seal. He/she shall attend and keep minutes of all meetings of the Board of Directors and members.
5. Treasurer. He/she shall have custody of all funds and personal property of the corporation. He/she shall draw and endorse all checks of the corporation. He/she shall collect all debts owed to the corporation and make such disbursements for the corporation as are authorized by the Board of Directors. He/she may be required to give bond for the faithful performance of his duties in such manner as the Board of Directors specify. He/she shall perform the functions of clerk as required by law. He/she shall perform such other duties as may be assigned to him/her by the Board of Directors.
6. Membership Secretary. The Membership Secretary shall maintain an alphabetical roster of the names of all members with their mailing and e-mail addresses, render bills and collect annual dues.
7. Chapter Web Conductor. The Chapter Web Conductor shall be responsible for overseeing all the features of the Chapter Website including but not limited to solving technical problems, approving and installing site content and making sure the Chapter Website looks and performs well.
8. Chapter Historian. The Historian shall encourage and direct such activities of the Chapter, in conjunction with other officers, as pertain to the history of rail transportation in the State of Vermont or adjoining regions, to include meeting programs, field trips, articles for the newsletter on rail historical subjects, preservation work, cataloging and filing of historical railroad records, or coordinating with other parties involved in such activity.
9. Chapter National Representative. The National Representative shall be the Chapter’s representative on the Advisory Council of the National Railway Historical Society. The National Representative shall attend Advisory Council Meetings whether live or virtual, when possible. The duties of the National Representative are outlined under Sections 3 and 4 of Article VIII Advisory Council of the Constitution and Bylaws of the NRHS as amended on September 26, 2020. The President may designate any member to be an alternate for the Chapter National Representative to NRHS Board meetings, if the Chapter National Representative is unable to attend.
10. Shortline Editor. The Editor shall be responsible to publish a monthly newsletter for the Chapter, at least ten issues per year.
11. In the event that vacancies occur in the officers and directors during their term of office, the Board may elect a replacement until the next annual election.
ARTICLE IV - SEAL
The Seal of the corporation shall consist of a flat-faced circular die with the words and figures “Champlain Valley Chapter of National Railway Historical Society, Inc.” together with “Vermont 1967”, cut or engraved thereon.
ARTICLE V - AMENDMENTS
1. By Directors. The Board of Directors shall have power to make, amend, or repeal the by-laws by a majority vote at any duly warned meeting.
2. By Members. The by-laws may be repealed, altered, or amended at any duly warned meeting of the membership by a majority vote.
ARTICLE VI - DISSOLUTION
Upon the dissolution of the Corporation and after the payment or provision for payment of all the liabilities, the Board of Directors will dispose of all of the assets of the corporation exclusively for the purposes of the corporation as described in the Articles of Association and to organizations that are then qualified as tax exempt organizations under Sections 501(c) 3 of the Internal Revenue Code, and which are organized for purposes similar to the purposes of this corporation.
Amended February 16, 2022
Amended March 16, 2022
ARTICLE 1 - MEMBERS AND MEMBERSHIP MEETINGS
1. Membership. The members of the corporation shall be limited to persons who have paid their annual membership dues and wish to be associated with the corporation for the advancement of the purpose set forth in the Articles of Association. There are two levels of membership, Chapter Adult Member and Chapter Family Member (at least one family member has to be an adult member). The Board of Directors may terminate the membership of any member whose dues are in arrears. NRHS membership is encouraged but optional. If you wish to join or renew, you must do so directly with NRHS.
2. Annual Meetings. The annual meeting of the members of the corporation shall be held in November at such time and at such place in Chittenden County as shall be determined by the Board of Directors. Written notice shall be mailed or e-mailed to all members a week or more in advance.
3. Regular Meetings. The meetings of the members of the corporation shall be held monthly, except in July and August, at such time and places as shall be determined by the Board of Directors. Written notice shall be mailed or e-mailed to all members a week or more in advance. A regular
meeting may be omitted by vote of the Board of Directors or the members
4. Special Meetings. The President or Board of Directors may call special meetings of the members at any time and place. Written notice shall be mailed or e-mailed to all members two or more days
in advance.
5. Quorum. Fifteen percent of the current membership shall constitute a quorum for the transaction of business at any meeting of the members of the corporation.
ARTICLE II – DIRECTORS AND DIRECTORS’ MEETINGS
1. Election. The affairs of the corporation shall be managed by the Board of Directors, who shall be the eight officers, the immediate past president and up to six additional directors-at-large, all to be elected annually by the members. In the event that the Immediate Past President concurrently holds another officer position, or is unavailable for Board participation, an additional director-at-large shall be elected. If an officer holds more than one position on the Board of Directors, the number of At Large Directors will be adjusted to reflect a total voting membership of up to fifteen members on the Board of Directors. No Board of Directors shall serve more than three consecutive
terms. Board of Directors are required to be members of the NRHS
2. Regular Meetings. The regular meetings of the Board of Directors shall be held in advance of membership meetings with such notice, as the President deems appropriate. Any regular meeting
may be omitted in the discretion of the President.
3. Special Meetings. A special meeting of the Board of Directors may be called by the President or any two Directors at such place as may be designated by the Director(s) calling the special meeting and with such notice as said Director(s) deem appropriate.
4. Quorum. A majority of the elected Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.
5. Audit. The Board of Directors will cause an audit of the financial records of the corporation to be performed at least annually, and whenever there is a change of the President or the Secretary-Treasurer, and at such other times as the Board feels it is warranted.
ARTICLE III - OFFICERS
1. Election. The eight officers of the corporation shall be the President, Vice-President, Secretary, Treasurer, Membership Secretary, Chapter Historian, Chapter National Representative, Chapter Web Conductor and Editor. No officers except for the Treasurer, Membership Secretary, Chapter National Representative, Editor and Chapter Web Conductor shall serve more than two consecutive terms. All except the Editor shall be elected by the members at the annual membership meeting to serve for the ensuing calendar year. The Editor shall be appointed by the Board of
Directors at least annually at the beginning of each year and as required.
2. President. The President shall preside at all meetings of members and of the Board of Directors. He/she shall have and exercise general charge and supervision of the affairs of the corporation and shall do and perform such other duties as may be assigned to him/her by the Board of Directors.
3. Vice President. At the request of the President, or in the event of his/her absence or disability, the Vice-President shall perform the duties and possess and exercise the powers of the President; and to the extent authorized by law the Vice President shall have such other powers as the Board of Directors may determine, and shall perform such other duties as may be assigned to him/her by
the Board of Directors.
4. Secretary. Secretary shall have custody of the corporate records and seal. He/she shall attend and keep minutes of all meetings of the Board of Directors and members.
5. Treasurer. He/she shall have custody of all funds and personal property of the corporation. He/she shall draw and endorse all checks of the corporation. He/she shall collect all debts owed to the corporation and make such disbursements for the corporation as are authorized by the Board of Directors. He/she may be required to give bond for the faithful performance of his duties in such manner as the Board of Directors specify. He/she shall perform the functions of clerk as required by law. He/she shall perform such other duties as may be assigned to him/her by the Board of Directors.
6. Membership Secretary. The Membership Secretary shall maintain an alphabetical roster of the names of all members with their mailing and e-mail addresses, render bills and collect annual dues.
7. Chapter Web Conductor. The Chapter Web Conductor shall be responsible for overseeing all the features of the Chapter Website including but not limited to solving technical problems, approving and installing site content and making sure the Chapter Website looks and performs well.
8. Chapter Historian. The Historian shall encourage and direct such activities of the Chapter, in conjunction with other officers, as pertain to the history of rail transportation in the State of Vermont or adjoining regions, to include meeting programs, field trips, articles for the newsletter on rail historical subjects, preservation work, cataloging and filing of historical railroad records, or coordinating with other parties involved in such activity.
9. Chapter National Representative. The National Representative shall be the Chapter’s representative on the Advisory Council of the National Railway Historical Society. The National Representative shall attend Advisory Council Meetings whether live or virtual, when possible. The duties of the National Representative are outlined under Sections 3 and 4 of Article VIII Advisory Council of the Constitution and Bylaws of the NRHS as amended on September 26, 2020. The President may designate any member to be an alternate for the Chapter National Representative to NRHS Board meetings, if the Chapter National Representative is unable to attend.
10. Shortline Editor. The Editor shall be responsible to publish a monthly newsletter for the Chapter, at least ten issues per year.
11. In the event that vacancies occur in the officers and directors during their term of office, the Board may elect a replacement until the next annual election.
ARTICLE IV - SEAL
The Seal of the corporation shall consist of a flat-faced circular die with the words and figures “Champlain Valley Chapter of National Railway Historical Society, Inc.” together with “Vermont 1967”, cut or engraved thereon.
ARTICLE V - AMENDMENTS
1. By Directors. The Board of Directors shall have power to make, amend, or repeal the by-laws by a majority vote at any duly warned meeting.
2. By Members. The by-laws may be repealed, altered, or amended at any duly warned meeting of the membership by a majority vote.
ARTICLE VI - DISSOLUTION
Upon the dissolution of the Corporation and after the payment or provision for payment of all the liabilities, the Board of Directors will dispose of all of the assets of the corporation exclusively for the purposes of the corporation as described in the Articles of Association and to organizations that are then qualified as tax exempt organizations under Sections 501(c) 3 of the Internal Revenue Code, and which are organized for purposes similar to the purposes of this corporation.
