For a printable PDF copy of this document please see: WRHS Constitution and Bylaws. The text of the document is included on this page for your convenience.
The Wabash Railroad Historical Society, Inc.
CONSTITUTION & BY-LAWS
ARTICLE I TITLE & STATE OF INCORPORATION
The name of this corporation shall be “The Wabash Railroad
Historical Society, Incorporated.” The abbreviation “WRHS” may be used as the
shortened form of the official name. The WRHS is incorporated as a
not-for-profit corporation in the State of Missouri.
ARTICLE II PURPOSE
The purpose for which this corporation is formed and the business
or objects to be carried on and promoted by it are exclusively historical,
educational or literary; within the meaning of Section 501 (c)(3) of the
Internal Revenue Code of 1954, and not for profit. The more particular objects
are (a) to preserve the historical materials of railway transportation of the
former Wabash Railroad Company, its predecessors, affiliates and successors;
(b) to collect data on the history and operation of the aforementioned railroad
company and to issue publications relating to this subject; and (c) to maintain
an association of persons interested in the former Wabash Railroad.
ARTICLE III PRINCIPAL OFFICE
The principal office for this Corporation shall be THE HOME
ADDRESS OF THE CURRENT PRESIDENT.
ARTICLE IV MEMBERSHIP
Section 1. Membership shall be open to all persons who express
sincere interest in the former Wabash Railroad and the objectives of the
Corporation, but no person under the age of 21 shall be eligible to hold any
elective office.
Section 2. The Secretary of the Corporation shall keep an
up-to-date roster of the members of this Corporation and shall make such roster
available for examination by anyone upon request.
Section 3. Those who wish to become members may register by
payment of the annual dues and execution of the membership application.
Section 4. The dues for General Membership of this Corporation
shall be established in the By-Laws. The Board of Directors shall have the
authority to establish other classes of membership.
Section 5. Membership will be effective until said member receives
all benefits due him, including all issues of the society newsletter considered
to be one years’ subscription.
Section 6. Honorary Membership may be granted by a majority vote
of the General Membership at a General Meeting, upon recommendation of the
Board of Directors.
ARTICLE V OFFICERS AND DIRECTORS
Section 1. There shall be a total of seven (7) Officers and
Directors of this Corporation. The President, Vice-President, Executive
Secretary and Treasurer of the Corporation shall automatically become Directors
when they take office. Three (3) additional Directors shall be elected as set
forth hereafter. The President for the full previous year shall automatically
become a Director for the calendar year following his term of office unless he
chooses to decline the Directorship.
Section 2. There shall be seven (7) Directors of this
Corporation to be elected by a majority vote of the members voting.
Section 3. The term of office for the Officers and the Board of
Directors of this Corporation shall be as follows:
President 2 years
Vice-President 2 years
Executive Secretary 2 years
Treasurer 2 years
Director 2 years
Past-President 1 year
Section 4. Officers and Members of the Board of Directors, except
for the immediate Past President, shall be elected by a majority vote of the
voting General Membership, either at an Annual Meeting or by mail.
Section 5. Any member of this Corporation 21 years of age and in
good standing, may declare his candidacy for Officer or Board of Directors by
writing the Chairman of the Nominating Committee
or by having his name put in nomination by another member.
Section 6. Elections of the Officers and Board of Directors shall
be by secret ballot. In the case of a tie, a run-off election shall be
conducted immediately between those candidates not receiving a clear majority.
Notification of voting electronically (e-mail) is as acceptable as by United States
Postal Service (USPS) mail.
Section 7. All Officers and Directors shall retain their authority
until their successors have been duly elected.
Section 8. The President of the Corporation shall serve as
Chairman of the Board of Directors. In the absence of the President, an Acting Chairman
may be elected by the directors present at any lawful meeting of the Board of
Directors, said Acting Chairman to serve until the return of the President or
an election of a new Acting Chairman.
Section 9. Vacancies during the year on the Board of Directors
shall be filled by appointment by the Board of Directors of a qualified member
to act in the capacity for the duration of the unexpired term.
Section 10. A majority of the Directors shall constitute a quorum
for the transaction of business, except as otherwise provided by law, but a
majority of those present may adjourn the same without notice to some other
time or place until a quorum is had. The act of a majority of the Directors
present at a meeting at which a quorum is had shall be the act of the Board of
Directors. At all meetings of the Board of Directors, the Chairman of the
Board, or in his absence, the Acting Chairman chosen by the Directors present,
shall preside.
Section 11. The President shall be the chief executive officer of
the Corporation, with the powers exercised by such. He shall preside at all
meetings of the General Membership and the Board of Directors, as set forth in
Article V, Sections 8 through 10.
Section 12. The Vice-President shall preside at the meetings of
the members in the absence of the President, and shall otherwise have such
duties as the President has, in the absence or disability of the President.
Section 13. The Executive Secretary shall give all notices for the
Corporation and shall maintain a record of all membership and board meetings.
It shall further be his duty to delegate assignments and correspondence as
appointed by the Chairman of the Board, to those persons and committees
responsible.
Section 14. The Treasurer shall make and maintain all records of
financial transactions and be responsible for the Corporation Bank Account. It
shall further be his duty to furnish to the General Membership, at the Annual
Meeting, a statement of the Corporation’s Bank Account and receipts and
disbursements. It shall also be his duty to conduct all business transactions
of this Corporation, including receipts and disbursements, and to maintain a record
of all receipts and disbursements in a commonly accepted form of bookkeeping.
Section 15. The services of the officers and the Board of
Directors shall be on a purely voluntary basis. They shall receive no salary
nor any material compensation for their services.
ARTICLE VI ORGANIZATION
Section 1. There shall be a Board of Directors consisting of
twelve (12) members as set forth in Article
V, Sections 1 – 3.
Section 2. The Board of Directors shall regulate and supervise the
management and operations of the Corporation. It shall attend to all internal
affairs of the Corporation and shall make such arrangement for carrying on the
affairs of the Corporation as to be in accordance with the laws of the State of
Missouri and Section 501 (c)(3) of the Internal Revenue Code.
Section 3. The Board of Directors may appoint standing and
temporary committees as the General Membership or the Board of Directors deems
necessary. These committees will function for a period necessary to complete
their function.
Section 4. The Chairmen of these committees shall report to the
Board of Directors. They shall further function according to the directives of
the General Membership and the Board of Directors.
Section 5. The Publication Committee shall have the duty of
publishing the official Corporation newsletter. The Chairman of the
Publications Committee shall be appointed by the Board of Directors and he may
appoint as many committee members as he feels necessary. Any other publications
authorized by the Board of Directors may be handled by the Publications or
separate committees organized for that purpose, at the discretion of the Board
of Directors.
ARTICLE VII PUBLICATIONS
Section 1. The Corporation shall publish an official newsletter
which shall be sent free of charge to all members in good standing, and to
other persons and organizations for promotional and public relations value. It
shall be published at least once a year, but on a quarterly basis, where
practical. The expense of publishing shall be provided by the Treasurer from
the corporate treasury or from private contributions.
Section 2. The Corporation shall have the authority to publish
materials at any time by the direction of the Board of Directors, provided that
the material is of historical or educational value and is in no way contrary to
the purposes of this Corporation.
ARTICLE VIII FISCAL POLICY
Section 1. All funds shall be deposited in a bank, or banks as
designated by the Board of Directors. The Treasurer shall be designated to
establish and maintain this, or these bank accounts.
Section 2. All checks drawn on above account, or accounts must be
signed by the Treasurer; however, the President shall have the authority to
sign such checks in the absence of the Treasurer.
Section 3. The Fiscal Year of this Corporation shall be from
January 1 through December 31 of each year.
ARTICLE IX CONTRIBUTIONS
The Corporation may accept contributions or gifts in the form of
money, property or services. Terms, restrictions or trusts may be imposed on
such contributions or gifts by the donors thereof provided such terms, trusts
or restrictions are not inconsistent with the objects and purposes of the
Corporation and with the terms and conditions of its charter.
ARTICLE X NET EARNINGS
No member of the Corporation shall be entitled to any portion of
the net earnings of the Corporation. Said net earnings shall not inure to the
benefit of any private person and shall be held and used only for the purposes
specified in the charter of the Corporation. However, the Corporation may pay a
member of the Corporation the reasonable value of services rendered to it,
except as otherwise provided herein
or by law.
ARTICLE XI SEAL
Provision shall be made for a corporate seal if required by law.
ARTICLE XII FINANCIAL REVIEW
The financial records of the Corporation shall be reviewed in the
month of March each year, by two members who are not Officers or Directors.
Every fifth (5th) year, a thorough financial review will be performed by an
organization having no connection to the WRHS. A five (5) year review is in
lieu of the annual review for that calendar year.
ARTICLE XIII NO PROPAGANDA OR ATTEMPT TO INFLUENCE
LEGISLATION
No part of the activities of this organization shall be carrying
on of propaganda, or otherwise attempting to influence legislation. The
Corporation shall not participate in, or intervene in (including the publishing
or distribution of statements) any political campaign on behalf of any
candidate for public office.
ARTICLE XIV BY-LAWS
By-Laws of this Corporation shall be adopted or may be amended by
a two-thirds (2⁄3) majority of the voting General Membership. These by-laws
will govern the mechanics of the operation of this Corporation.
ARTICLE XV AMENDMENTS
This Constitution may be amended by a two-thirds (2⁄3) majority
vote of the voting members, provided that the Executive Secretary has sent the
proposed amendment in writing to each member in good standing of the
Corporation at least three (3) weeks before. Such notice should, when
practical, be published in the newsletter. An amendment may be initiated by any
member and submitted to the Board of Directors for study and action.
Notification and voting electronically (e-mail) is as acceptable as by United
States Postal Service (USPS) mail.
ARTICLE XVI DISSOLUTION
This Corporation may be dissolved only on the affirmative vote of
two-thirds (2⁄3) of the voting members. In the event of such dissolution, all
assets shall be converted into cash, excepting real estate, equipment or other
fixed assets suitable for transfer to a museum; and the Board of Directors
shall, after paying or making provision for payment of all of the liabilities
of the Corporation, dispose of all the assets of the
Corporation exclusively for the purposes of the Corporation in
such a 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 Code).
The document presented here is still being updated to reflects changes made in September of 2021.
REVISED AND RATIFIED IN VIRTUAL MEETING ON SEPTEMBER XX, 2021