SRHA Bylaws

ARTICLE I - NAME AND OBJECTIVES

The Corporation is a nonprofit Corporation known as The Southern Railway Historical Association, Inc. ("Association") and has been incorporated under the laws of the State of North Carolina. It exists for the purpose of encouraging and engaging in research into and study of the history and current operations of the Southern Railway and its predecessors and successors, and further to publish historical or current Southern Railway data through various printed media and to insure the widest possible dissemination of such informational material both to the general public and to the association's membership; to collect, index, refurbish, preserve, catalogue, store, maintain and display artifacts, equipment, photographic and archival material relating to the Southern Railway, its predecessors and successors at such locations as may be feasible; to promote the study and better understanding of the Southern Railway, its predecessors and successors, among members of the Association, model railway equipment manufacturers, publishers, and the general public; and to promote a mutually beneficial relationship among the members.

ARTICLE II - MEMBERSHIP

Section l - Any person of good character who is interested in any phase of study of the Southern Railway is eligible for membership without regard to race, sex, religion or national origin upon the payment of dues. Membership may be refused by the Board of Directors but must be based on proof that granting of membership to an individual or organization would cause direct harm to the Association.

Section 2 - Members whose dues are not more than one month (30 days) in arrears or are paid up shall be considered members in good standing. Only members in good standing shall be qualified to hold office, or to be a member of a committee, or to vote for the election of directors.

Section 3 - Members may not act for the Association unless specifically authorized by the Board of Directors or an Officer delegated by them. No member may incur an obligation for the Association unless he or she is specifically authorized by an Officer having authority to do so, or is an Officer having such authority, or by the Board of Directors. Association stationery or substitute may be used by the Directors, Officers (Executive and Operating), and by Special Representatives and committees.

Section 4 - Classes of membership shall be as follows:

Regular Membership shall be accepted upon application and payment of dues unless barred by the provisions of Article II, Section 1 above.

Charter Membership shall be granted to all persons who became members of the Southern Railway Historical Association or the Southern Railway Historical Association, Inc. in the year 1987. No Charter Memberships shall be granted after 31 December 1987.

Sustaining Membership may be granted to any individual so applying and paying a stipulated amount above and beyond that normally paid as dues by the regular members. The amount of these dues will be set by the Board and changed as conditions warrant. Funds derived from this class of dues, which are above and beyond the amount charged for regular membership dues, shall be set aside in a special fund and used for special projects and activities as may be directed by the Board from time to time.

Honorary Membership may be awarded, on an annual basis, by the Board of Directors, to any nonmember who they deem worthy of the honor by reason of the Honoree's assistance in the work or interest in the goals of the Association. Honorary Members shall possess all the rights and privileges of regular membership except they shall not have the right to vote.

Honorary Life Membership shall be granted as the highest honor which the Association may award and shall be reserved for those persons (either Charter or Regular Members or Non-members) without whose efforts the Association would not have survived or whose contributions to the work of the Association are so manifestly important that the award is appropriate. This honor is to be given only in the rarest of cases with the unanimous approval of the Board of Directors. An Honorary Life Membership shall entitle its holder to all the rights and privileges of a Regular Membership for the duration of the holder's life or the existence of the Association, without restriction and without payment of fees and dues. The Honoree shall be presented with an appropriate memento of the honor at the time it is conferred, in a form the Board of Directors may decide.

Section 5 - Identification in the form of membership cards may be provided to each member in good standing.

Section 6 - Membership shall be terminated automatically upon nonpayment of dues within thirty-one (31) days from date due. Membership may be terminated for conduct unbecoming a member or for other crimes and misdemeanors, upon petition of ten (10) members in good standing, and the unanimous consent of the Board of Directors. The individual so terminated shall have the right to an oral or written hearing before the Board of Directors at the member's own expense. Termination will be effected by the Board only if substantive evidence is presented which would prove that retention of a member would be a detriment to the reputation, efficient functioning, or credit of the Association.

Section 7 - Membership in the Southern Railway Historical Association, Inc. shall not constitute members of the Association as partners for any purpose. No member, officer, or agent of the Southern Railway Historical Association, Inc. shall be liable for the acts or failure to act on the part of any other member, officer or agent. Nor shall any member, officer, or agent be liable for the member's, officer's, or agent's acts or failure to act under the bylaws, excepting only acts or omissions to act arising out of member's, officer's or agent's own willful malfeasance or misfeasance.

ARTICLE III - DUES

The amount of dues shall be established by the Board of Directors based on the normal operating costs of the Association.

ARTICLE IV - BOARD OF DIRECTORS

Section 1 - The governing body of the Southern Railway Historical Association, Inc. shall consist of a Board of Directors (hereinafter referred to as the Board) of eight (8) members, elected from and by the general membership of the Association. They shall serve a term of two (2) years, four (4) being elected in odd numbered years and four (4) in even numbered years. The Board shall have complete authority to operate the Association and conduct business on behalf of its members in accordance with these Bylaws. Only those actions specifically enumerated in the Charter and these Bylaws must be presented to the general membership for approval.

Section 2 - A nominating committee shall be appointed by the incumbent Board not later than six (6) months prior to the scheduled annual meeting of the Association. This committee will consist of the board members not currently up for election, and an equal number of external members to be appointed by the President. Nominees for the board must be approved by the nominating committee. The nominating committee will advertise that nominations are open and will receive nominations from any members of the Association in good standing; this advertisement will appear in the Association's publication "TIES" (originally known as "The Green Light"). This committee will use the following criteria to ensure the nominees are suitable for the board: Membership status, attendance at association events, prior volunteer activities, location and ability to travel, willingness to serve, and knowledge that will better the association. The committee will approve the nominee for election by majority vote. In the event of a tie, the nominee shall be approved to stand for election. The nominating committee will not have approval authority for existing board members, nor board members appointed by the board of directors to fill vacant positions.

The nominee is responsible for providing the information as requested by the nomination committee. The nominee will be informed of the committee's decision prior to the annual convention.

Section 3 - The election ballot shall be mailed to the membership not later than two (2) months prior to the date of the Annual Meeting. The ballot shall be marked plainly that it must be returned to the tellers not later than a specific date, which date shall be set at two (2) weeks prior to the Annual Meeting. Only members in good standing are eligible to vote, and each individual member, corporation, or organization shall be entitled to only one vote. Any question of eligibility shall be decided by majority vote of the Board. Ballots used in the election must be signed by a Southern Railway Historical Association, Inc. member or otherwise identified, as determined by the Board, as being cast by a Southern Railway Historical Association, Inc. member. The three (3) or four (4), as the case may be, nominees receiving the greatest number of votes shall be elected. The Board shall appoint a panel of three (3) tellers to receive and count the ballots if feasible, a lesser number is acceptable if three (3) geographically closely located persons cannot be secured. The tellers shall notify the President of the Association of the results of the election, which results shall be announced at the Annual Meeting of the Association and published in "Ties" (formerly known as "The Green Light'). Ballots shall be available for examination at the Annual Meeting and shall be retained in the files of the Association for a period of two (2) calendar years following the year of the election.

Section 4 - The Directors shall assume office effective upon the announcement of their election at the Annual Meeting and will organize themselves by election of officers as soon as possible thereafter.

Section 5 - Should an elected member of the Board cease to be a member of the Association or should such a member resign from the Board, the Board shall elect one of its members to replace the resigning member if he or she held an executive office and/or shall appoint another consenting member of the Association to replace the resigning member on the Board to serve for the balance of the departed member's term.

ARTICLE V - OFFICERS

Section 1 - The Executive Officers of the Association shall be elected by majority vote of the Board from its own membership, and the operating officers of the Association shall be appointed by a majority vote of the Board members as provided in these Bylaws, to serve until their successors are elected by the Board following the Annual Meeting of the Association.

Section 2 - The Executive Officers of the Association shall be:

President - The President shall be the Chief Executive Officer of the Association and shall be responsible for carrying out the policies and programs adopted by the Board. The President shall preside at all Annual Meetings of the Association and at all Board meetings: The President shall have general and active management of the business of the Corporation; shall sign all contracts under the seal of the Association; shall be an ex-officio member of all committees and shall have all the general powers and duties of supervision and management usually vested in the office of President of a Corporation. The President shall represent the membership of the Association in all relations with other organizations, corporations and individual persons.

Vice-President - The Vice-President shall assist the President in such duties as the President may direct, shall act on behalf of the President in the event of absence. The Vice President shall, until such time as the Board shall appoint a replacement, succeed to the office of President should the incumbent die, resign or otherwise be removed from office.

Secretary - The Secretary shall be responsible for all official records of the Association; shall take and transcribe minutes of the meetings of the Board and the meetings of the general membership, such minutes to be available for distribution to members of the Board and those Southern Railway Historical Association, Inc. members requesting a copy no later than thirty (30) days after the date of the meetings; shall maintain a current roster of members; shall sign correspondence on behalf of the Association and shall perform all other duties normally associated with the Office of Secretary of a Corporation.

Treasurer - The Treasurer shall have general supervision of and responsibility for the fiscal operation of the Association under policies as determined by the Board; shall perform all other duties normally associated with the Office of Treasurer of a Corporation. The Treasurer shall present a brief financial statement at each Annual Meeting of the membership, and the Treasurer or the Assistant Treasurer, if directed by the Board, shall present a monthly report of Southern Railway Historical Association, Inc. finances to the Board. The Treasurer may sign all financial instruments and documents or may delegate this authority to the Assistant Treasurer.

Section 3 - The Executive Officers shall serve a term of one (1) year commencing at the first Board Meeting after each Annual Meeting. They shall serve without compensation.

Section 4 - The Operating Officers of the Association shall be appointed by the Board with the appointee's consent, to perform duties required for the daily operations of the Association. A Business Manager may be appointed to oversee the daily administrative operations; an Assistant Treasurer may be appointed to assist the Treasurer in discharge of all or any part of the fiscal duties. The Assistant Treasurer shall keep the monies of the Association in a separate account(s) to the credit of the Association. The Assistant Treasurer shall disburse the funds of the Association as may be ordered by the Board and the Executive Officers of the Association, making proper vouchers for such disbursements, and shall render to the Treasurer of the Association an accounting of all the transactions on behalf of the Association as may be required and at least once yearly, prior to the Annual Meeting. The Assistant Treasurer will be bonded in an appropriate amount if deemed necessary by the Board. Other persons shall be appointed as necessary to edit, produce and administer the Association's periodicals and publications, to assist in archival and curatorial activities, to handle special projects, etc. The necessary offices shall be created by the Board and the responsibilities for each office set by the Board at the time of creation. Operating Officers shall be approved by a majority of the Board and shall be members of the Association in good standing and volunteers for the position, and shall serve without compensation until the next Board meeting held in conjunction with the yearly general meeting of the membership. Incumbents of any or all of the operating officials positions may be re-appointed by the Board at its discretion.

Section 5 - The Executive and Operating Officers may be removed from office by the Board for administrative reasons or for malfeasance and/or misfeasance in discharging their duties. Action to remove an Executive or Operating Officer on grounds of alleged malfeasance and/or misfeasance may be initiated as follows:

a. By majority (4) vote of the remaining members of the Board, or

b. By a petition signed by at least (10) members in good standing made to the Board citing the alleged incident(s) of malfeasance or misfeasance.

The Board shall consider all available evidence relating to the charge(s) and shall afford the accused officer the opportunity to present written or oral evidence in the accused officer's own behalf, at the accused officer's own expense. Removal shall require:

a. For an Executive Officer - Unanimous vote of the remaining members of the Board.

b. For an Operating Officer - A majority of six (6) members of the Board.

Section 6 - Operating Officers shall be appointed as appropriate and as volunteers become available in order to make an equitable distribution of workload.

Section 7 - If, in the judgment of the Board, the activities of the Association may be improved and the goals furthered by employment of commercial agents for services as necessary to accomplish the missions of the Association, such persons may be employed. The Board shall constantly endeavor to obtain the best possible quality and most economical service. If, in the judgment of the Board, the goals of the Association would be furthered by the hiring of capable personnel to perform any type of work for the Association, they may do so.

ARTICLE VII - COMMITTEES

The Board may establish such committees as it deems necessary to carry forth the functions of the Association. Such committees shall conduct their business in accordance with the purposes of the Association as set forth in the Corporate Charter and these Bylaws. There shall be no standing committees.

ARTICLE VIII - PUBLICATIONS

Section 1 - The Association shall publish "TIES" as its official periodical publication for free distribution to its membership, which publication shall be the principal benefit of the membership. The frequency, content and administration of the periodical shall be under the general supervision of the Board and under the direct oversight of the Operating Officers designated to produce the publication.

Section 2 - Other pamphlets, books, maps, booklets, and miscellaneous publications shall be produced as funds and materials become available.

Section 3 - All periodicals and publications of the Association, at the discretion of the Board, may be made available for sale to nonmembers but at a higher rate than that charged to members.

ARTICLE IX - MUSEUM/ARCHIVE

Section 1 - In furtherance of its purpose, the Association shall seek to acquire artifacts, photographic materials, archival matter, and equipment for inclusion in an Association library/museum/archive at such time as this may be feasible to establish. Until the establishment of such a central repository for the Association's Collection, the Board shall allow designated members of the Association to maintain the material under conditions established by the Board. Prints from Association negatives, reproductions or archival material and any items sold by the Association may be sold to the members at a rate less than that charged nonmembers. The Board shall make and maintain a list of Association property and assets and their locations and shall obtain a receipt from each person holding such.

Section 2 - The Association shall actively seek to obtain, by donation or by purchase, all types of materials relating to the Southern Railway, it predecessors and successors. The Association shall actively seek persons, corporations and institutions willing to assist in the preservation/dissemination activities since the preservation of Southern Railway Archival material and museum items shall be a primary function of the Association. It shall also engage in active campaigns to obtain donations of money for the furtherance of the Association's goals.

ARTICLE X - AWARDS

The Board may establish an awards program for the recognition of outstanding achievement by members of the Association in furtherance of its goals and purposes, and for non-members who have made a significant contribution to the knowledge of the Southern Railway or to the Association's overall goals. Awards may also be made in photo, model and other contests held in connection with Association activities. Such awards shall consist of letters of appreciation, certificates, plaques, trophies, models, artifacts, etc., as the Board may direct.

ARTICLE XI - FISCAL YEAR

The fiscal year of the Corporation shall commence with the first day of January and shall end with the thirty-first day of December.

ARTICLE XII - MEETINGS

Section 1 - The Board shall hold, at a minimum, one (1) meeting per year.

Section 2 - Additional Board meetings may be called by the President or upon request of a majority of the members of the Board in writing. The time and location of these meetings shall be decided upon by vote of the members of the Board, and once decided notification to all members of the Board must be made not later than fifteen (15) days before the date of such meeting.

Section 3 - A quorum of the Board shall consist of four (4) members present or represented by Proxy.

Section 4 - Meetings of the Board shall be conducted according to Parliamentary Law as set forth in Roberts Rules of Order unless in conflict with these Bylaws, the Articles of Incorporation or the Code of North Carolina.

Section 5 - Attendance at and participation in all meetings of the Board shall be open to all members of the Association in good standing, although voting shall be limited to the members of the Board.

Section 6 - The Corporation shall hold at least one (1) general meeting each year open to all members in good standing and normally it will be held in conjunction with the Annual Convention of the Association.

ARTICLE XIII - ANNUAL CONVENTION

Section 1 - A yearly Convention shall be held at a place and at a time established by the Board of the Association on advice from the membership.

Section 2 - Appropriate registration fees shall be charged to attendees to cover all convention expenses.

Section 3 - The purpose of the annual convention is to promote a mutually beneficial relationship among the members, to allow for presentation of speakers and programs of general interest, and to allow for the display and study of Southern Railway related materials, as well as to conduct tours and other activities as may be appropriate to the time and location.

ARTICLE XIV - AMENDMENT

Amendment to these Bylaws will be by majority vote of the Board of Directors. Members wishing to propose amendments may present drafts of their proposals to the Board or one of its members for consideration at any time.

ARTICLE XV - DISSOLUTION

Upon the dissolution of the Association all its assets and property shall be turned over to another non-profit educational organization which will give assurance that such material will be preserved, properly stored, and made readily available to researchers and other interested parties; as provided in the Articles of Incorporation.