ARTICLE I – NAME; OFFICES
The Rio Grande Modeling & Historical Society, a non-profit
Corporation incorporated under the laws of the State of Ohio ("Society")
shall maintain in the state of Ohio a registered office and a
registered agent at such office and may have other offices within
or without the state.
ARTICLE II – MEMBERS; DUES
Section 1. Classes of Members. The Society shall have
four (4) classes of members. Members shall be both natural persons
and otherwise, except with regard to Life Members and Honorary
Life Members, who can only be natural persons. The designation
of such classes and the qualifications of the members of such
classes shall be as follows:
- Regular Members. Those persons who pay the Annual
- Sustaining Members. Those persons who pay membership
dues of twice or more of the rate for regular members, to
receive publications by first class mail.
- Life Members. Those persons, who are natural persons
only, who pay a membership dues of ten or more times the rate
for Regular Members.
- Honorary Life Members. Those persons, who are natural
persons only, selected by the Board of Trustees in recognition
of extraordinary efforts to preserve the history of the Denver
& Rio Grande Western. Honorary life members are exempt
from further dues.
Becoming Members Of The Society; Duration
of Membership. A person becomes a member upon payment of dues
as described in Section 1 above. Membership of Regular and Sustaining
Members shall be for a one-year period (4 issues). Life and Honorary Life
Memberships shall be for the duration of the natural person’s
Section 3. Annual Dues of Regular Members; When Payable; Refunds
. The Board of Trustees may determine from time to time the
amount of initiation fee, if any, and annual dues payable to the
Society by Regular Members ("Annual Dues Rate"). The
Board of Trustees shall determine when dues shall be payable.
If a person ceases to be a member of the society, no portion of
the dues paid by that member shall be refundable.
Section 4. Termination Of Membership due to Non-Payment.
When any Regular or Sustaining Member of any class shall be in
default in the payment of dues after sixty days from the beginning
of the period for which such dues became payable, such person
ceases to be a member of the society. Such termination of membership
will be automatic, not requiring an affirmative vote of the Board
Section 5. Termination Of Membership by Vote of the Board
of Trustees. The Board of Trustees, by affirmative vote of
two-thirds of all the members of the Board, may suspend or terminate
membership of a member for cause after an appropriate hearing.
The Board of Trustees, in its sole discretion, shall determine
such cause. The Board of Trustees, by a majority vote of those
present at any regularly constituted meeting, may terminate the
membership of any member who becomes ineligible for membership.
Section 6. Resignation. Any member may resign by filing
a written resignation with the Secretary, but such a resignation
shall not relieve the members so resigning of the obligation to
pay any dues, assessments or other charges theretofore accrued
Section 7. Reinstatement. Upon written request signed
by a former member and filed with the Secretary, the Board of
Trustees may by the affirmative vote of two-thirds of the members
of the Board reinstate such a former member to membership upon
such terms as the Board of Trustees may deem appropriate. However,
if termination was due to failure to pay annual dues pursuant
to Section 4 above and termination was not by Board vote pursuant
to Section 5 above, then reinstatement is automatic.
Transfer Of Membership. Membership in
this Society is not transferable, descendible or assignable.
Section 9. Satisfaction of Disputes with Members. The
Board of Trustees has the discretion to refund part or all of
a member’s dues, as a remedy for any injustice or perceived injustice,
for any injury or perceived injury, or other dispute or perceived
dispute that a member may have with the Society. Such remedy may
be administered by the Board of Trustees without regard to determination
of whether an injustice, injury or other harm has in fact occurred,
in the sole discretion of the Board of Trustees. However, the
membership of such member will continue in effect as if the dues
for that period had in fact been paid and not refunded.
ARTICLE III - BOARD OF TRUSTEES
Section 1. General Powers. The affairs of the Society
shall be managed by its Board of Trustees.
Section 2. Number, Tenure And Qualifications.
The number of Trustees may not fewer than three (3) or be increased no more
than twelve (12) from time to time by amendment of this section. Each Trustee shall hold
office for three years and until his successors shall have been
elected and qualified. Trustees need not be residents of Ohio,
but must be members of the Society.
Section 3. Election of Trustees. Election of Trustees to the
Board shall be by a majority vote of the trustees, unless such
election is put to the membership pursuant to Section 12 below.
The election of the Trustees shall be rotated with three Trustees
elected the first year, three Trustees elected the second year,
and three Trustees elected the following year.
Section 4. Special Meetings. Special meetings of the Board
of Trustees may be called by or at the request of a majority of
Trustees. The person or persons authorized to call special meetings
of the Board may fix any place as the place for holding any special
meeting of the Board called by them.
Section 5. Notice. Notice of any special meeting of the
Board of Trustees shall be given at least two weeks previous thereto
by written notice to each Trustee at his address as shown by the
records of the Society. If mailed, such notice shall be deemed
to be delivered when deposited in the United States mail in a
sealed envelope so addressed, with postage thereon paid. If notice
is to be given by telegram, such notice shall be deemed delivered
when the telegram is delivered to the telegraph company. Notice
of any special meeting of the Board of Trustees maybe waived in
writing signed by the person or persons entitled to the notice
either before or after the time of the meeting. The attendance
of a Trustee at any meeting shall constitute a waiver of notice
of such meeting, except where a Trustee attends a meeting for
the express purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened. The business
to be transacted and the purpose of any special meeting of the
Board need be specified in the notice or waiver of notice of such
Section 6. Quorum. A majority of the Board of Trustees
shall constitute a quorum for the transaction of business at any
meeting of the Board, provided that if less than a majority of
the Trustees are present at said meeting, a majority of the Trustees
present may adjourn the meeting to another time without further
Section 7. Manner Of Acting. The act of a majority of
the Trustees present at a meeting at which a quorum is present
shall be the act of the Board of Trustees, unless the act of a
greater number is required by statute, these by-laws, or articles
of incorporation. Trustees cannot vote by proxy.
Section 8. Action Without Meeting. Any action required
to be taken at a meeting of the Trustees of the Society, or any
other action which may be taken at a meeting of the Trustees,
may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by all the Trustees
entitled to vote with respect to the subject matter thereof.
Section 9. Attendance By Telephone. Trustees may participate
in any meeting through the use of a conference telephone or similar
communications equipment by means of which all persons participating
in the meeting can hear each other, and such participation in
the meeting shall constitute presence in person at the meeting.
Meetings may also be held online via the Internet or other telecommunications
Section 10. Vacancies. Any vacancy occurring in the Board
of Trustees or any Trusteeship to be filled by reason of an increase
in the number of Trustees shall be filled by a majority vote of
the Board of Trustees unless the articles of incorporation, a
statute, or these by-laws provide that a vacancy or Trusteeship
so created shall be filled in some other manner, in which case
such provision shall control. A Trustee elected to fill a vacancy
shall be elected for the unexpired term of his predecessor in
Section 11. Compensation. Trustees shall not receive any
stated salaries for their services, but by resolution of the Board
of Trustees a fixed sum and expenses of attendance, if any, may
be allowed for each regular or special meeting of the Board, provided
that nothing herein contained shall be construed to preclude any
Trustee from serving the Society in any other capacity and receiving
reasonable compensation therefore.
Section 12. Issues Put To The Membership. From time to
time, the Board of Trustees may put issues to the general membership
for voting. The Board of Trustees shall determine, in its sole
discretion, what issues should properly put to a vote.
ARTICLE IV - OFFICERS
Section 1. Officers. The officers of the Society shall
be a president, one or more vice presidents (the number thereof
determined by the Board of Trustees), a treasurer, a secretary,
and such assistant treasurers, assistant secretaries or other
officers as may be elected by the Board of Trustees. Officers
whose authority and duties are not prescribed in these by-laws
shall have the authority and perform the duties prescribed, from
time to time, by the Board of Trustees. Any two or more offices
may be held by the same person except the offices of president
and secretary and the offices of the president and treasurer.
Section 2. Election And Term Of Office. The officers of
the Society shall be elected annually by the Board of Trustees
at the regular annual meeting of the Board of Trustees. If the
election of officers shall not be held at such meeting, such election
shall be held as soon thereafter as conveniently may be. Vacancies
may be filled or new offices shall be created and filled at any
meeting of the Board of Trustees. Each officer shall hold office
until his successor shall have been duly elected and shall have
qualified or until his death or until he shall resign or shall
have been removed in the manner hereinafter provided. Election
of an officer shall not of itself create contract rights.
Section 3. Removal.
Any officer elected to or appointed by the BOT may be removed by
the BOT by a majority vote ( including by electronic means ),
whenever in its judgement the best interests of the Society would
be served thereby.
Section 4. President. The president shall be the principal
executive officer of the Society. Subject to the direction and
control of the Board of Trustees, he shall be in charge of the
business and affairs of the Society: he shall see that the resolutions
and directives of the Board of Trustees are carried into effect
except in those instances in which that responsibility is assigned
to some other person by the Board of Trustees; and, in general,
he shall discharge all duties incident to the office of president
and such other duties as may be prescribed by the Board of Trustees.
He shall preside at all meetings of the members and the Board
of Trustees. Except in those instances in which the authority
to execute is expressly delegated to another officer or agent
of the Society or a different mode of execution is expressly prescribed
by the Board of Trustees or these by-laws, he may execute on behalf
of the Society and in the name of the Society any contracts, deeds,
mortgages, bonds, or other instruments which the Board of Trustees
has authorized to be executed, and he may accomplish such execution
either under or without the seal of the Society and either individually
or with the secretary, any assistant secretary, or any other officer
thereunto authorized by the Board of Trustees, according to the
requirements of the form of the instrument.
Section 5. Vice President. The vice president shall assist
the president in the discharge of his duties as the president
may direct and shall perform such other duties as from time to
time may be assigned to him by the president or in the event of
his inability or refusal to act, the vice president shall perform
the duties of the president and when so acting, shall have all
the powers of and be subject to all the restrictions upon the
president. Except in those instances in which the authority to
execute is expressly delegated to another officer or agent of
the Society or a different mode of execution is expressly prescribed
by the Board of Trustees or these by-laws, the vice president
my execute for the Society any contracts, deeds, mortgages, bonds
or other instruments which the Board of Trustees has authorized
to be executed, and may accomplish such execution either under
or without the seal of the Society and either individually or
with the secretary, any assistant secretary, or any other officer
thereunto authorized by the Board of Trustees, according to the
requirements of the form of the instrument.
Section 6. Treasurer. The treasurer shall be the principal
accounting and financial officer of the Society. He shall: (a)
have charge of and be responsible for the maintenance of adequate
books of account for the Society;(b) have charge and custody of
all funds and securities of the Society, and be responsible therefore,
and for the receipt and disbursement thereof; and(c) perform all
the duties incident to the office of treasurer and such other
duties from time to time may be assigned to him by the president
or by the Board of Trustees. If required by the Board of Trustees,
the treasurer shall give bond for the faithful discharge of his
duties in such sum and with such surety or sureties as the Board
of Trustees determine.
Bond shall be paid or payable upon the determination of an outside,
duly licensed independent CPA auditor, of irregularities and loss
of funds and no criminal or civil action must be brought to secure
payment from the surety.
Section 7. Secretary. The secretary shall record the minutes
of the meetings of the members and of the Board of Trustees in
one or more books provided for that purpose; see that all notices
are duly given in accordance with the provisions of these by-laws
or as required by law; keep a register of the post office address
of each member which shall be furnished to the secretary by such
member; and perform all duties incident to the office of secretary
and such other duties as from time to time may be assigned to
him by the president or by the Board of Trustees.
ARTICLE V – COMMITTEES
Section 1. Committees Of Trustees The Board of Trustees,
by resolution adopted by a majority of the Trustees in office,
may designate one or more committees, each of which shall consist
of two or more Trustees, which committees, to the extent provided
in said resolution and not restricted by law, shall have and exercise
the authority of the Board of Trustees in the management of the
Society; but the designation of such committees and the delegation
thereto of authority shall not operate to relieve the Board of
Trustees, or any individual Trustee, of any responsibility imposed
upon it or him by law.
Section 2. Other Committees. Other committees not having
and exercising the authority of the Board of Trustees in the Society
may be designated by a resolution adopted by a majority of the
Trustees present at a meeting at which a quorum is present. Except
as otherwise provided in such resolution, members of each such
committee shall be members of the Society, and the president of
the Society shall appoint the members thereof. Any member thereof
may be removed by the person or persons authorized to appoint
such member whenever in their judgment the best interests of the
Society shall be served by such removal.
Section 3. Terms Of Office. Each member of the committee
shall continue as such until the next annual meeting of the members
of the Society and until his successor is appointed, unless the
committee shall sooner be terminated, or unless such member be
removed from such committee, or unless such member shall cease
to qualify as a member thereof.
Section 4. Chairman.
One member of each committee shall
be appointed chairman.
Section 5. Vacancies. Vacancies in the membership of any
committee may be filled by made in the same manner as provided
in the case of the original appointments.
Section 6. Quorum. Unless otherwise provided in the resolution
of the Board of Trustees designating a committee, a majority of
the whole committee shall constitute a quorum and the act of a
majority of the members present at a meeting at which a quorum
is present shall be the act of the committee.
ARTICLE VI - CONTRACTS, CHECKS, DEPOSITS AND
Section 1. Contracts. The Board of Trustees may authorize
any officer or officers, agent or agents of the Society, in addition
to the officers so authorized by these by-laws, to enter into
any contract or execute and deliver any instrument in the name
of and on behalf of the Society and such authority may be general
or confined to specific instances.
Section 2. Checks, Drafts, Etc. All checks, drafts or
other orders for the payment of money, notes or other evidences
of indebtedness issued in the name of the Society, shall be signed
by the Treasurer, in such manner as shall from time to time be
determined by resolution of the Board of Trustees. In the absence
of such determination by the Board of Trustees, such instruments
shall be signed by the treasurer or an assistant treasurer and
countersigned by the president or a vice president of the Society.
Section 3. Deposits. All funds of the Society shall be
deposited from time to time to the credit of the Society in such
banks, trust companies, or other depositories as the Board of
Trustees may select and are in compliance with 501(c)(3) rules
and properly insured.
Section 4. Gifts. The Board of Trustees or officers of
the Society may accept on behalf of and in the name of the Society
any contribution, gift, bequest or devise for the general purposes
or for any special purpose of the Society.
ARTICLE VII - CERTIFICATES OF MEMBERSHIP
Section 1. Certificates Of Membership. No membership certificates
of the Society shall be required. The Board of Trustees may provide
for the issuance of certificates evidencing membership in the
Society which shall be in such form as may be determined by the
Board. If any certificate shall become lost, mutilated, or destroyed,
a new certificate may be issued therefore upon such terms and
conditions as the Board of Trustees may determine. The certificate
shall be in the form of a membership card issued to each member
elected to membership.
Section 2. Issuance Of Certificates. When a member has
been elected to membership and has paid any initiation fee and
dues that may then be required, a certificate of membership shall
be issued in his name and delivered to him by the secretary, if
the Board of Trustees shall have provided for the issuance of
certificates of membership under the provisions of Section 1 of
ARTICLE VIII - BOOKS AND RECORDS
Section 1. Books and Records.
The Society shall keep correct
and complete books and records of account and shall also keep
minutes of the proceedings of its members, Board of Trustees,
and committees having any of the authority of the Board of Trustees,
and shall keep at the registered or principal office a record
giving the names and addresses of the members entitled to vote.
All books and records of the Society may be inspected by any member,
or his agent or attorney for any purpose at any reasonable time
and must meet generally accepted accounting principles and subject
to 501(c)(3) regulations and subject to independent audit.
Section 2. Fiscal Year.
The fiscal year of the Society
shall be a calendar year (January 1 through December 31).
ARTICLE IX – AMENDMENTS
The power to alter, amend, or repeal the by-laws or adopt new
by-laws shall be vested in the Board of Trustees. Such action
may be taken at a regular or special meeting for which written
notice of the purpose shall be given, and shall be by unanimous
vote of all Trustees.
ARTICLE X - RESTRICTIONS ON INCOME AND ASSETS
No part of the net earnings of the Society shall inure to the
benefit of, or be distributed to, its members, trustees, officers,
or other private persons, except that the Society shall be authorized
and empowered to pay reasonable compensation for services rendered
and to make payments and distributions in furtherance of the purposes
set forth in Section 5 of the Articles of Incorporation of the
organization. No substantial part of the activities of the Society
shall be the carrying on of propaganda or otherwise attempting
to influence legislation, and the Society shall not participate
in, or intervene in (including the publishing and distribution
of statements) any political campaign on behalf of any candidate
for public office. Notwithstanding any other provision for these
articles, the Society shall not carry on any other activities
not permitted to be carried on by a corporation exempt from Federal
income tax under section 501(c)(3) of the Internal Revenue Code
of 1954 (or the corresponding provision of any future United States
Internal Revenue Law).
ARTICLE XI – DISSOLUTION
Upon the dissolution of the Society, the Board of Trustees shall,
after paying or making provision for the payment of all the liabilities
of the Society, dispose of all the Society exclusively for the
purposes of the Society 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 of 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 Common
Pleas of the county in which the principal office of the Society
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.
ARTICLE XII - MISCELLANEOUS PROVISIONS
Section 1. Indemnification. The Society, by a majority
vote of the Board of Trustees, shall have the power to indemnify
a Trustee, officer, employee, or agent in relation to any liability
asserted against that individual for actions taken for and on
behalf of the Society, as determined by the Board of Trustees.
Section 2. Counterparts. Actions taken in writing, pursuant
to Article III, Section 8 above, may be executed in two or more
counterparts, each of which shall be deemed an original and all
of which, when taken together, constitute one and the same document.
The signature of any party to any counterpart shall be deemed
a signature to, and may be appended to, any other counterpart.
Section 3. Waiver Of Notice. Whenever any notice is required
to be given under the provisions of the General Not For Profit
Corporation Act of Ohio or under the provisions of the articles
of incorporation or the by-laws of the Society, a waiver thereof
in writing signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice.
Section 4. Construed in Accordance with Governing Law.
Should these By-Laws be found to contain any provisions for the
regulation and management of the affairs of the Society, which
are inconsistent with governing federal, state or local laws,
such provisions shall be construed as if the offending language
were of no effect. Each provision of these By-Laws shall be considered
severable, and if for any reason, any provision or provisions
herein are determined to be invalid or contrary to any existing
or future law, such invalidity shall not impair the operation
of or affect those portions of these By-Laws, which are valid.
Section 5. Terms. Common nouns and pronouns shall be deemed
to refer to the masculine, feminine, neuter, singular or plural,
as the identity of the person in the context may require.
Section 6. Applicable Law. All questions concerning the
construction, Validity and interpretation of this Agreement and
the performance of the obligations imposed by these By-Laws shall
be governed by the law of the State of Ohio, and by the law of
the State of Colorado, where such law is not inconsistent with
the law of the State of Ohio.