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CCNRHS By-Laws – Cincinnati Chapter
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CCNRHS By-Laws

CINCINNATI CHAPTER NATIONAL RAILWAY HISTORICAL SOCIETY

BY-LAWS

By-laws (Amended November 24, 2015)

ARTICLE I.   NAME AND PURPOSES OF THE ORGANIZATION

A.   NAME:   

The name of this organization shall be the Cincinnati Chapter, National Railway Historical Society (the “Chapter”).

B.   PURPOSES:

The purposes of the Chapter are:

  1. to further education concerning railroads and railroad history;
  2. to preserve the history of rail transportation;
  3. to receive, hold, and disburse dues, gifts, bequests, and funds to accomplish these purposes.

The Chapter shall function as a non-profit corporation of the State of Ohio.

ARTICLE II.   MEMBERSHIP/DUES

A.   MEMBERSHIP QUALIFICATIONS:  

  1. Any person, at least age 18, who is not a student member, is of good character and interested in furthering the purposes of this Chapter shall be eligible for Chapter membership.
  2. Student member is defined as any person currently enrolled in an educational program within any qualified school of learning.  On graduating or leaving such school, the person must then become a regular member of the Chapter.
  3. The spouse and other members of the immediate family of a regular member may become associate members and are to be accorded the benefits and privileges of membership except for voting and holding office.

B.   MEMBERSHIP APPLICATION: 

  1. Application for membership shall be made on the Chapter’s form.

C.   DUES/EXPIRATION AND RENEWAL OF MEMBERSHIP:

  1. The chapter’s annual dues shall be as established by the membership at a regular meeting. 
  2. Those joining September 1st of any year or thereafter shall pay the full annual dues, which will cover the balance of the current year and the entire ensuing year.
  3. Memberships shall expire on December 31st. 
  4. Members whose dues are in arrears for more than three months shall be automatically suspended, and all privileges of membership shall end.  

Membership in the National Organization is not required for Chapter membership.

D.   MEMBER IN GOOD STANDING:  

Members whose dues have been paid in full for the current year shall be deemed to be members in good standing. Only those members in good standing, present at a regular or special meeting may exercise their voting privilege on any Chapter business.

E.   EXPULSION/NON-RENEWAL OF MEMBERSHIP:

A member may be expelled from this organization or renewal of membership denied for cause by a majority vote of the membership present at any regular meeting. The membership shall be notified of the proposed expulsion or non-renewal at least one week prior to said meeting.

ARTICLE III.   MEETINGS/QUORUM/VOTING

A.   MEETINGS:  

Meetings of the Chapter shall be classified as regular or special. Regular meetings are held as established by the membership. Special meetings may be called by the President by notifying the membership at least one week in advance. Special meeting business shall be limited to that given in the membership notification.

B.   QUORUM:

The members present at any regular or special meeting, of which due notice had been given as herein provided, but not the lesser of 10% of the members in good standing, or 10 members in good standing, shall constitute a quorum.

C.   VOTING:

All members attending a meeting at which a matter is to be voted on may cast their vote on the matter.

ARTICLE IV.   ELECI’IONS

A. TIMING: 

The annual meeting to elect officers shall be the regular meeting held in the month of  October.

B. PROCEDURES:      

  1. A Nominating Committee comprised of the incumbents in each elective office shall offer to the attending membership at least one nominee for each of the elective offices. Nominees for elective office may be made from the floor at the regular election meeting.
  2. Voting for any and all offices with only one nominee may be done concurrently by voice ballot, those offices with more than one nominee will be voted on separately, by secret ballot.  In voting for trustees, if there are more than three nominees, the three individuals with the most votes will be deemed elected.
  3. In the event of a tie, a run-off election between the top two (or more) tied candidates   shall be held immediately by secret ballot. If the run-off election results in a further tie, the winning candidate shall be determined by a coin flip.

C. RESTRICTIONS:

  1. The President may hold only that elective office and the office of National Representative, however, any two other elective offices may be held concurrently   by one member.  No one shall hold more than two elective offices concurrently.
  2. No person under 18 years of age shall be eligible to hold an elective Chapter office.

D.   REPLACEMENT:

If an officer is unable to fulfill an office for any reason, including resignation or removal, the office shall be filled in an election by the members in good standing at the next regular meeting.

E.   TERM OF OFFICE:

All terms of elected officers shall commence January 1st and expire December 31st of the year following the annual election meeting.

ARTICLE V.   DUTIES OF OFFICERS

A.   CHAPTER BUSINESS: 

Between regular meetings, the elected officers and trustees shall conduct the Chapter business.

B.   THE PRESIDENT:

The President shall preside at all meetings and perform all duties usually incident to such office and such other duties as may be required of him/her by the members. He/she shall appoint those officers as required under paragraph H of this Article.

C.   THE VICE PRESIDENT:

The Vice President shall perform all duties of the President in the latter’s absence or disability, and may perform such other duties as may be required by the President or the members.

D.   THE SECRETARY:

The Secretary shall:

  • keep a file of all official correspondence;
  • give all notices as required by law or the Chapter by-laws;
  • record the minutes of all Chapter meetings;
  • perform such other duties as may be required by the members;
  • if the President and Vice President are absent or unable to perform their duties, the Secretary shall perform such duties;
  • At the expiration of his/her term of office, he/she shall return all property of the Chapter in his/her possession to his/her successor.

E.   THE TREASURER:

The Treasurer shall:

  • receive and safely keep all monies belonging to the Chapter, and the same shall be disbursed under the direction and to the satisfaction of the members. All said monies shall be deposited in a financial institution authorized to do business in the State of Ohio;
  • keep an accurate account of the finances of the Chapter on the books prepared and furnished for that purpose, following good accounting procedures. All books shall be open for inspection and examination by the officers or any committee of members appointed for that purpose;
  • render an annual financial statement by the second regular meeting of the new year and at such other times as the members may require;
  • pay all bills due and owing which individually amount to one hundred dollars ($100.00) or less. Payment of bills exceeding this limit will be made upon the approval of the members at any regular meeting, unless prior authorization for such expenditures was given by the membership in approving the annual budget;
  • if the President, Vice President, and Secretary are absent or unable to perform their duties, the Treasurer shall perform such duties;
  • At the expiration of his/her term of office, he/she shall deliver all monies, property, and rights of the Chapter to his/her successor;
  • In the event of disability, incapacity, resignation or removal of the Treasurer, the duties of the office shall be assumed by the President until the next election of a successor Treasurer.

F.   THE NATIONAL REPRESENTATIVE:

The National Representative must be a member of the National Organization and shall represent the Chapter on the National Advisory Council and shall inform the Chapter officers and members of pertinent National Advisory Council business.

G.   TRUSTEES:

The President, Secretary, Treasurer and three members elected as Trustees shall comprise the  Trustees of the Corporation. The Trustees shall comprise a Finance Committee, and acting as such, shall be responsible for:

  • Causing those tax returns and any other documents required by law to be filed;
  • Securing insurance coverage, including surety bond for the Chapter Officers
  • and for any other Treasurer’s functions as directed by the members;
  • Providing for the necessary annual audits of the Chapter financial records;
  • Preparing a budget for the forthcoming years’ activities, presenting it to the membership at a regular meeting no later than the February meeting of each year.

H.   STANDING OFFICES:

The President shall appoint such standing offices as he/she deems necessary, including but not limited to the following:

  • Editor: The Editor shall edit and publish the Chapter newsletter, “THE CINCINNATIAN”.
  • Librarian: The Librarian shall collect and act as custodian of all books, periodicals, photographs and other objects acquired by the Chapter.
  • Historian: The Historian shall maintain and act as custodian of the Chapter’s records. .
  • Parliamentarian: The Parliamentarian shall act as the procedural authority in interpreting the rules of order that guide the conduct of Chapter meetings.
  • Membership chairman:  Chairman shall keep an accurate record of the Chapter membership.

I.   REMOVAL:

An officer may be removed from office by a majority vote of the membership present at a regular meeting. The membership shall be notified of the proposed removal at least one week prior to said meeting, and the officer affected shall, if present at said meeting, have the right to address the membership prior to any vote on the removal.

ARTICLE VI.   AMENDMENT OF BY-LAWS

A.   ANNUAL REVIEW:

In April of each year, the President shall appoint a By-laws Committee to review the by-laws. Their report shall be due by the October meeting.

B.    AMENDMENT PROCEDURE:  

  1. These By-laws may be repealed, amended, added to, or otherwise changed at any meeting of the members at which a quorum is present, upon affirmative vote of a majority of the members present.
  2. Notice of any proposed changes in the by-laws must be sent to each and every member at his/her last known postal address at least one week prior to the meeting at which voting on such changes will take place.

ARTICLE VII.   OPERATING AUTHORITIES

  • The operations of the Chapter are subject to the provisions of the Amended Articles of Incorporation.  In the event any conflict arises between the wording of the Amended Articles of Incorporation and these by-laws, the wording of the Amended Articles of Incorporation shall be controlling.
  • The parliamentary authority by which the proceedings of all Chapter meetings shall be guided is “Roberts Rules of Order.”

ARTICLE VIII.   DISSOLUTION

A.   DISSOLUTION PROCEDURE:

This Chapter may be dissolved by the written affirmative vote of a number of members equivalent to a simple majority of the entire Chapter membership in good standing, at a special meeting called for the purpose of dissolution of the Chapter. In the event of such dissolution, all assets of the Chapter shall be dispensed of in accordance with the Amended Articles of Incorporation.