ROCK ISLAND TECHNICAL SOCIETY
BY-LAWS, Conformed Copy of September, 2005.
ARTICLE I Corporate Name
The name of the not for profit corporate organization which will function under these By-Laws shall be Rock Island Technical Society, Incorporated. The organization shall also be known for short and is further referred to as RITS.
ARTICLE II Purposes
1. The purposes for which the RITS is incorporated are: (a) to engage in the collection and preservation of information and vestige of historical, technical, and featural significance pertaining to the Chicago, Rock Island and Pacific Railroad, its predecessor corporation, and line networks; (b) to engage in the research concerning the aforementioned Rock Island Railroad enterprises for educational and historic preservation purposes; and (c) to maintain an association of persons having an interest in the aforementioned railroad enterprises.
2. The RITS shall operate as a non-profit, non-stock organization and exclusively for historical and educational purposes. No part of the funds of this Society shall accrue to the benefit of any private member or individual, or organization other than RITS.
3. There shall be no corporate relationship between the Rock Island Technical Society and the Chicago, Rock Island and Pacific Railroad, nor between RITS and any other for-profit or common carrier corporation.
ARTICLE III Membership
1. Membership in the RITS shall be open to all individuals and organizations that have an interest and enthusiasm for the Rock Island railroad, its line networks, and predecessors, upon payment of dues as specified.
2. Annual Dues shall be set from time to time by the Board of Directors in accordance with Article X of these By-Laws for Regular and Sustaining Membership. The current dues schedule shall be attached as Exhibit "A".
3. The term of membership shall be the calendar year. Memberships applied for after September 1 shall begin the following January 1. Succeeding terms of membership shall be granted upon payment of dues therefor.
4. Written notification of upcoming expiration date shall be given to the member no less than fifteen (15) days prior to expiration. If the member fails to renew membership by March 1 of the membership year, he shall be removed from membership. If a removed member wishes to rejoin, he shall be served as per Article III, Paragraph 3.
5. Members shall be allowed to participate in all activities of the corporation; to attend and to vote at all meetings of the members of the corporation held for the purpose of voting upon any matter; to attend but not vote at any meeting of the Board of Directors; to attend and invite guests to program meetings of the corporation; to receive the assistance of the corporation with respect to such activities, projects, and work as contribute to the objectives and purposes of the corporation; and to receive such publications and reports of the corporation as are issued or made on either a scheduled or irregular basis.
6. Any member may be removed from membership of the corporation upon a two-thirds vote of the entire Board of Directors, for due cause, especially when safety and good conduct while on or near railroad property are concerned.
7. Identification Cards of membership shall be issued and signed by the Membership Secretary of the Corporation. The Membership secretary shall at all times keep a record of all outstanding memberships and the names and addresses of the members. Membership cards shall not be transferable.
8. An Honorary membership may be granted in recognition of a person who has rendered unusual service, by a two-thirds vote of the entire Board of Directors. A maximum of one such membership may be awarded during any corporate fiscal year.
ARTICLE IV Officers and their Powers and Duties
1. The officers of the RITS shall be President, Vice-President, Secretary, Treasurer, Membership Secretary and five (5) Directors, except as provided for in Article IV,Paragraph 9. Additionally, the Past President of RITS shall serve on the BOD as the Delegate at Large. Each officer and the Delegate-at-large shall have one (1) vote at any duly called meeting of the Board of Directors.
2. The president shall be the chief executive officer of the RITS with the powers usually exercised by such; shall be the chairman of the Board of Directors, and shall be responsible for the general direction of the affairs of the Society. He shall promote and represent the Society in all of its activities as well as foster relationships with other external organizations. He shall convene and preside at all meetings of the general membership and of the Board of Directors. He shall appoint special committees when necessary for specific duties or action, subject to the approval by a majority vote of the Board of Directors. In the event of a tie vote of the Board of Directors of RITS at any Board of Directors meeting or conference call, the President shall cast the deciding vote.
3. The vice-president shall perform the duties of the president, as described in Section 2 of this article, in the absence of the president. He shall further assist the president as requested by that officer. He shall succeed the president in the event of his resignation from or other incapacity to fulfill the duties of that office.
4. The secretary shall maintain the minutes and records of account at all meetings of the membership and of the Board of Directors.
5. The treasurer shall collect all fees, and special assessments received by RITS, shall pay all financial obligations of the Society under the direction of the president, and shall have custody of all records of receipts and disbursements of funds in bookkeeping account form, and of net gain and loss statement and balance sheet. He shall make a report of financial status of the Society upon request of the president at a meeting of the general membership or of the Board of Directors.
6. The Membership Secretary shall be responsible for maintaining current membership roster and shall receive all new membership and renewals as directed by the RITS Board of Directors, and shall collect funds for the same which shall be turned over to the Treasurer in a timely fashion. The Membership Secretary shall mail out materials to new members and sign membership cards, as well as printing labels for mailings by RITS. All other Secretarial duties and correspondence shall be handled by the Secretary.
7. The Board of Directors of RITS shall consist of no fewer than five (5) directors in addition to the officers. They shall participate in Society functions at all levels, shall acquaint themselves with Society affairs, and shall give advice and counsel when necessary.
8. There shall be a Delegate-at-Large, who shall be the immediate past president. He shall serve as ombudsman, consultant, and advisor to the Board of Directors on internal matters. In the event the Past President is unable to fulfill this duty the BOD may appoint a past RITS officer to this position with all rights granted to that person as the Delegate-at-Large.
9. No person shall hold more than one office or directorship, except that the offices of secretary and treasurer may be held by one person. In such case, that person shall have one vote in officer/director matters, and an additional director shall be on the Board in place of the second officer position.
10. Any officer of director of the Society may be removed from his position, for due cause or misrepresentation on his part, at a regular or special meeting of the membership at which a quorum is present, by a vote of two-thirds of the entire voting membership, or by a vote of unanimous less one of the Board of Directors.
ARTICLE V Vacancies
1. In the event a vacancy occurs in the office of president at other than an election, the vice-president shall be come president to complete the term for which the former president was elected.
2. In the event a vacancy occurs in any other elected position on the Board of Directors other than at an election, the position shall be filled by appointed by the Board of Directors to complete the term for which the person vacating the position was elected.
3. In the event that three (3) or more vacancies occur simultaneously, a special election shall be held, and the positions filled by vote of the membership. Ballot receipt deadline shall be a maximum of sixty (60) days after the occurrence of the vacancies.
ARTICLE VI Committees
The Board of Directors shall have the power to create committees consistent with the goals and operations of RITS. The Board shall approve the size and functions of the committees, and terminate any committee as deemed necessary.
ARTICLE VII Meetings of Members
1. Annual Meeting: The annual business meeting of the members for the transaction of business as may properly come before the meeting shall be held between April l and October 1 of each calendar at such time and place as the Board of Directors shall determine.
2. Special Meetings: Special business meetings of the members for any purpose or purposes, unless otherwise prescribed by statute may be called by the president or the vice-president, by the Board of Directors, or upon the written request of no less than one-fifth of the voting membership, and notice shall be given. Business at all special meetings shall be confined to the objectives and subjects stated in the notice or incidental thereto.
3. Voting: Each member shall be entitled to one vote, either in person or by proxy. In the case of election of officers and directors, proxies are prohibited and absentee ballots shall be used as per Article VIII. On other matters, a proxy authorization shall be in writing and shall state the name and powers of the authorized agent and the duration of validity. The proxy must be in the secretary's possession prior to and during the meeting.
4. Written notice of each meeting of the members, annual or special, stating the place, date, and time thereof, and in the case of a special meeting the purpose or purposes thereof, shall be delivered or mailed to each member entitled to vote at such meeting to his address as it appears on the books of the corporation. This notice shall be distributed no less than ten (10) or more than thirty (30) days prior to the meeting, unless additional or other notice is required by law, in which such additional and other notice shall be given.
Any notice of a meeting of the members sent by mail shall be deemed to be delivered when correctly deposited in the United States Mail with postage prepaid, addressed to the member at his address as it appears on the books of the corporation.
5. Quorum: Except as otherwise provided by statute or these By-Laws; a majority of the members present in good standing and entitled to vote at such meeting, present in person or by proxy, shall be required for and shall constitute a quorum at all meetings of the members for the transaction of business. Every decision of a majority of the members present at a meeting shall be valid as a corporate act, except on those specific instances in which a larger vote is required by statute or these By-Laws. If a quorum is not present at a meeting, those present shall adjourn the meeting until the required quorum is represented in person or by proxy.
6. Conference Calls: As the Board of Directors from time to time find it necessary to conduct business of the Society by Conference Call all rules confined in these by-laws shall followed with regard to quorum or official business. Any vote by a majority of the Board of Directors of RITS shall be considered the same as corporate act and have the same allowances and guidelines as those items voted upon at a regular Board of Directors Meeting.
ARTICLE VIII Nominations and Elections
1. Only those members of RITS who are twenty-one (21) years of age or older and who have been in good standing for not less than one year shall be eligible for election as an officer or director of RITS. This minimum age is mandated by laws of age of legal majority, as each director and officer would be party to legal matter decisions.
2. Nominations for the respective officers and directors shall be made only by a member in good standing of RITS. The notice of an election of officers and directors and call for nominations of candidates shall be distributed to all members a minimum of 45 days in advance of the deadline for the receipt of such nominations by the designated officer.
3. The printed ballot shall include all nominated candidates, plus one space for a write-in for each position. The ballot and a copy of all candidates' statements shall be distributed to all members a minimum of 45 days prior to the deadline for receipt of ballots for counting by the secretary. The postmark of the ballot shall be the deadline or earlier, and no ballot arriving ten (10) days after the deadline date shall be counted regardless of postmark. The deadline date for returning ballots for an election shall be plainly printed on the ballot. Final results of the balloting shall be published in full in the first available newsletter issue, a maximum of 30 days after the deadline for the receipt of ballots.
4. The term of office for each officer and each director shall be two years. Any officer or director may succeed himself when properly re-elected. All full terms shall begin on January 1.
5. The election of each officer shall be a separate ballot item. The election of directors shall be one ballot item, with the number of individuals receiving the highest numbers of votes equal to the number of open directors positions being elected to those positions.
6. In the event of a discrepancy with the election process any member or BOD member may ask by certified letter to the Secretary for an inquiry to be made. Requests for an inquiry must be made no more than 30 days following an election and the inquiry shall take place no more than 30 days from receipt of a certified letter requesting one, by a review board consisting of the current President, Past-President, Secretary, and one member of the BOD. The review board shall respond in writing to any inquiry and may, if they feel the discrepancies in the election or the election process failed to meet criteria as specified in the RITS by-laws, by a majority vote declare the election null and void and a new election shall be held within 60 days of such a decision. In the interim while a new election would be held the current officers would maintain their offices and the decision of the review board shall be final.
ARTICLE IX Finances
1. Sources of Funds
A. Dues: Regular membership and Sustaining membership dues shall be paid to the treasurer in accordance with Article III, Sections 2 and 3.
B. Special Assessments may be approved by the Board of Directors and a two-thirds majority of the voting membership, in any amount deemed necessary. Assessments may not be authorized on a repetitive basis.
C. Miscellaneous Income: Funds may also be obtained through special projects, notes, and other means consistent with the needs, policies, and purposes of the Society, and subject to the approval of two-thirds majority of the voting membership.
2. Number of Funds
There shall be two funds established for monies of the corporation to be known as the "Operating Fund" and the "Sustaining Fund."
The operating fund shall include all receipts for regular dues, sale of blueprints, sales of publications, publication fees, interest from investment of said receipts and other similar receipts. Disbursements from this fund shall include publication expenses, postage expenses, printing expenses, office supplies, meeting expenses, banking expenses, and other similar operating expenses.
The sustaining fund shall include all receipts from the differential between regular dues and dues received from the sustaining membership, donations specifically requested by the donor to be deposited in the sustaining fund, transfers from the operating fund authorized by a majority vote of the Board of Directors, and other income from time to time authorized by the Board of Directors to be deposited in said fund. Disbursements from the sustaining fund shall be for special projects of single note worthy significance that promote the purposes of the corporation, stated in Article II, Sections 1a and 1b.
Disbursements shall be authorized by a simple majority vote of the Board of Directors. The sustaining fund shall not be transferred to the operating fund.
3. Administration of Funds
A. The treasurer shall prepare annually and at such other times as deemed necessary by the Board of Directors, complete itemized statements of financial conditions. The treasurer shall maintain adequate and correct accounts of the Society's properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, and surplus. The books shall at all reasonable times be open for audit and inspection by any or all of the Society officers or directors.
B. Audit: The accounts of the treasurer shall be audited within sixty (60) days after the close of each fiscal year and at such other times as may be deemed necessary by the Board of Directors or the President. The audit shall be conducted by three (3) members constituting a panel appointed by the president with a member of the Board of Directors serving as a member and chairman of said panel. The panel shall certify in writing and with each member signing as to the correctness of the accounts audited. Discrepancies, if any, shall be listed in detail and included in the panel's report. Similarly, any account not audited shall be listed with the reason or reasons for non-audit.
C. Investments: The funds of the corporation may be invested from time to time in time deposits or certificates of deposit if not immediately required for day-to-day or operating expenses. Deposits shall be limited to federally insured banks or savings institutions or securities of the United States Government. The investments shall be approved by three (3) members constituting a panel appointed by the President with a member of the Board of Directors serving as chairman of said panel. The panel shall make a written report to the Board of Directors at least annually of the investments made. The treasurer shall carry out the investments recommended by said panel in a timely manner.
ARTICLE X Amendment of the By-Laws
The By-Laws of the Society may be amended by a majority of the Board of Directors at a duly-called meeting. Unless otherwise provided for at enactment, any change shall take effect at the close of the meeting at which the change was enacted. The voting membership shall be notified of such change(s) within sixty (60) days of enactment.
ARTICLE XI Dissolution
Dissolution of the RITS shall take place only upon an affirmative vote of two-thirds of the entire membership in good standing. Said vote shall be by written ballot mailed by certified mail by the Secretary not less than thirty (30) days prior to the date established for the tabulation of the ballots. In the event of such dissolution, the assets of the RITS shall be first used to pay any existing liabilities. Remaining assets shall be handled as per Attachment A of Article 5 of the Amended Articles of Incorporation, in compliance with governing statues of the Internal Revenue Service.
Corrected as amended by the Board of Directors on September 11, 2005
Jeff Spangle, President
Bryon M. Weesner, Secretary