The name of the organization is the Northstar Railway Historical Society, Inc., operating as the Northstar Chapter of the National Railway Historical Society, and referred to in these By-laws as the "Chapter".
1. Membership shall be open to anyone who
indicates an interest by application to the Chapter; payment of such annual due,
fee or other assessment voted on by the membership of the Chapter from time to
time. The Chapter will not discriminate against any person applying for
membership on the basis of race, religion, nationality, sex, sexual orientation
or economic status. Applicants, who may reflect unfavorably upon the Chapter,
for other than the reason cited above, may be rejected by the Board. An Existing
member can have their membership in the Chapter revoked by a two-thirds (i.e.
66%) vote of the entire Board of Directors for the same reasons, other than the
basis of race, religion, nationality, sex, sexual orientation or economic
status. 2. Membership shall be divided into four classes; Chapter, Family,
Student and Chapter only defined as follow:
(a) Chapter Members: Those who desire to affiliate with this chapter and pay
their national dues through this chapter. They may vote and hold office in the
Chapter.
(b) Family Members: Family membership shall be available to the spouse and/or
children of a member who live at the same residence with the member. The
participation of such family members in Chapter meetings and Chapter activities
shall be as defined by the Chapter. Family members will not receive copies of
the National Railway Bulletin.
(c) Student Members: A discounted annual membership offered to individuals who
are under the age of 18 (on January 1), and Chapter dues will be applicable.
They may not vote or hold office in the Chapter. Additional members of their
family (individuals living in the same household) may become members of the
Chapter, and the National Society.
(d) Chapter Only Members: Those who pay their national dues and show proof of
same through another chapter but whom also wish to join this chapter. Chapter
Only members shall have the right to vote and hold office in this chapter. 3.
All applications for membership shall be made on a form approved by the National
Railway Historical Society. Applications shall specify the type of membership
desired and the pertinent information relevant to the applicant. 4. Applications
for Chapter membership shall be accompanied by the proper amount of Chapter and
National dues as of the date of application. The Secretary or other Chapter
officer shall forward the application to Membership Services for processing. If
a person's membership is declined by the Chapter, that person's name and
address, together with a summary of the reasons for membership rejection shall
be forward to the Chairman of the Membership Committee of the National Railway
Historical Society. If members of the Chapter Membership Committee know of any
reason for declining the membership, the Board will advise the applicant, that
their membership has been declined and the applicant's money will be refunded to
them.
The Board of Directors shall serve for a
period of one year from January 1st of the year for which they are elected.
Trustees and officers, shall be at least eighteen (18) years of age and shall be
elected for the ensuing year at a general meeting of the membership to be held
in the preceding November. The time and place of the general meeting at which
election are held shall be publicized or otherwise communicated to all members
at least one week in advance. A nominating committee shall be appointed at a
meeting held prior to September 1st of each year. Such committee shall be
composed of an odd number of members, minimum size of the committee shall be
three (3), and the majority of whom are not on the board of directors. Their
nominations shall be presented at the October meeting. Subsequent to the
nominating committee presenting their nominations, the Chapter will accept
additional nominations from the floor. The person being nominated from the floor
must either be present to agree to the nomination or have provided a written
communication, indicating that they would accept the nomination if made. The
election of new officers will be held during the November meeting, all members
of the Chapter present at the meeting, will vote on the nominee for each
elective office. The winner of each elective office will be the person that
receives 50% plus 1 of the votes of the membership at the meeting. Note; a
quorum Must be present. If not, the election is postponed to the next meeting
that has a quorum, and the existing officers will continue to hold that office
until the election is held. If more than three (3) persons seek the same office,
and None receive 50% plus 1 vote, the person(s)with the lowest number of votes
will be dropped, and another ballot taken for the two (2) remaining nominees.
Vacancies shall be filled by vote of the majority on the Board of Directors. All
retiring board members shall assist the corresponding newly elected officer(s)
with the transfer of office and records. The Board of Directors shall be
composed of the immediate past president and the persons elected to the
following positions: President (who is Chairman of the Board)
Vice President
Secretary
Treasurer
Trustee
National Director
The Chapter President may appoint a replacement to replace a Board of Directors
member if unavailable to attend meetings due to illness, long term
unavailability (more than six (6) months), resignation or death. The new
appointment is to be approved by vote of the Board of Directors (BOD).
No person shall hold more than one position on the Board of Directors. Example;
If the person that is scheduled to become the Past President on the BOD, is
elected to another position on the BOD, then that person must resign the Past
President position, and that position is offered to the immediate proceeding
Past President. If that person cannot accept the position for whatever reason,
then the position would be offered to the next preceding Past President(s) in
reverse chronological order, until a Past President accepts the position.
Powers of Board. The Board of Directors has all powers granted by the Minnesota Nonprofit Corporation Act (statues section 317A), the Articles of Incorporation or applicable local, state and Federal laws or regulations. The Board must approve all expenditures above $500.00 not specially approved by the membership in advance either by specific item or by a limiting budget for projects or recurring items, except for items which because of their nature are specifically excluded by vote of such Board. All action on expenditures of $500.00 or more shall be communicated to the membership at the next membership meeting The Board shall have the power to define the duties and responsibilities of officers except as specified in these Bylaws.
The President shall not serve more than two consecutive years. The President shall preside over meetings of the members and of the Board. He (1) shall determine the propriety of all motions of each body. He shall determine whether a quorum of at least five Directors meeting and 20% of the membership at a general meeting exist. He shall display leadership and insure that the desires of the membership are followed. He or she shall appoint committees and chairmen thereof except as specified in these Bylaws. He shall have all other powers not precluded by these Bylaws or the Board. He is an non-voting advisory member of all committees, unless the Chairman of the committee designates them as a full (voting) member. He shall give all officers a copy of the current bylaws at the beginning of their term. The Vice President will assume the duties of the President in his absence. If the President cannot attend a meeting, the Vice President will chair the meeting. If the Vice President is not available, then another member of the Board of Directors will chair the meeting. Under No circumstances will a member that is not a member of the BOD chair a membership meeting, unless there are No members of the BOD available or those members of the BOD in attendance refuse to chair the meeting. He shall be responsible to the President and the Board of Directors. The Secretary shall be responsible for all minutes and the corporate records (except for those maintained by the Treasurer). The Treasurer shall maintain cash basis accounting records and prepare financial statements and required Tax reports. He shall prepare and process all checks. He will review all budgets and transactions and prepare overall budgets and financial plans. He will review funds maintained or processed by committee. The Treasurer shall report any financial problems of any sort to the Board of Directors immediately, and shall provide periodic reports to the membership. The National Director shall conduct all communications between the Chapter and the National Officers. The National Director shall attend the meetings of the National Board of Directors. In case the National Director cannot attend a Board meeting, the Chapter President may appoint an alternate from the membership to take his place. The National Director shall be at least eighteen years of age. The Trustee shall be an ombudsman representing the membership. The Immediate past President shall provide counsel, and ensure continuity from past leadership to the present Board of Directors. If the immediate Past President is unavailable, the previous Past President will be consulted (from the previous two (2) years earlier than the immediate Past Presidents term) and so on. (1) General term, The terms “He" ,”His" are generic and refer to both Male and Female members.
Amendments require approval by two-thirds (i.e.66%) of those present and voting at a regular business meeting provided a quorum is present. Proposed amendments must be publicized thru the chapter newsletter, a special mailing or otherwise communicated to all members at least seven (7) days before a meeting to permit adoption at that meeting.
Northstar Chapter, National Railway
Historical Society, Inc. 1. Railroads have played a major part in the
development of the United States and the State of Minnesota and continue to play
an important role in our current economics, commerce and heritage. Such being
the case, the Chapter shall be dedicated primarily to the education of its
members and the general public on all aspects of railroad history, present day
railroading, railroads in the future and the influence of railroad history on
railroads of the present and future. 2. The Chapter may conduct activities
appropriate to the above including but not limited to the following:
a. Membership meetings open to those interested among the public with programs
appropriate to railroading past, present and future. b. Booths and displays at
community, business and state events providing information on railroading past,
present and future and encouraging interested person to apply for membership.
c. Provide tours to and of railroad facilities, museums, historical sites and
other sites of interest to our membership and those interested among the general
public to provide the participants with educational opportunities related to
railroading past, present and future.
d. Provide educational tours to and over railway lines for member and those
interested among the general public by scheduled or special train using any
appropriate conveyance to reach the site of such train operation.
e. Obtain by donation, purchase, lease, rent or any other appropriate means,
railway equipment for use in providing tours.
f. Publish newsletters, books, pamphlets, articles, visual media, studies,
recordings and any other appropriate material to further the railroad education
of members and the interested general public. Conduct fund raising activities as
appropriate to carry out activities and operation of the Chapter.
No part of the net earnings of the Chapter shall inure to the benefit of, or be distributable to, its members, trustees, officers, or other private persons, except that the Chapter shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance or the purposes set forth in Article VII hereof. No part of the activities of the Chapter shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Chapter shall not participate in, or intervene in (including the publishing or distribution or statements) any political campaign on behalf or any candidate for public office. Notwithstanding any other provision of these articles, the Chapter shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal income tax under section 501(cX3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law) or (b) by a corporation, contributions to which re deductible under section 170(c)(2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).
Upon the dissolution of the Chapter, the
Board of Directors shall, after paying or making provision for the payment of
all of the liabilities of the Chapter, dispose of all of the assets of the
Chapter exclusively for the purposes of the Chapter in such manner, or to such
organization or organizations organized and operated exclusively for charitable,
educational, religious, or scientific purposes as shall at the time qualify as
an exempt organization or organizations under section 501 (c)(3) of the Internal
Revenue Code of 1954 (or the corresponding provision or any future United States
Internal Revenue Law), as the Board of Trustees shall determine. Any such assets
not so disposed of shall be disposed of by the Court of Pleas of the county in
which the principal office of the Chapter is then located, exclusively for such
purposes or to such organization or organizations, as said Court shall
determine, which are organized and operated exclusively for such purposes.
Approved 10/21/2006