The full bylaws:

ARTICLE I: GENERAL

Section 1: Name of the Corporation

The Name of the Corporation is________________________________

Section 2: Amended Statement of Purpose of the Corporation

The purpose for which the Corporation is organized and shall be operated as stated in the Articles of Incorporation, executed on the date of _______, is educational and shall be to preserve, advance and disseminate knowledge of the history of railway transportation. Accordingly, the Corporation shall operate and maintain a museum, which features historic railway equipment. The Corporation shall engage in those activities necessary for the successful management of the museum, these activities including acquisition, preservation, display and operation of historic railway vehicles for the public, and other activities that coincide with the Purpose as Act of the Board of Directors may from time-to-time determine.

Section 3: Offices

The Corporation shall have and continuously maintain a registered Office in the State of _______ and registered Agent who shall be the Secretary if the Secretary is a resident of the State of _______, otherwise such Director as Act of the Board of Directors may designate who is a resident of the State of _______. The Corporation may have other offices within or without the State of _______ as Act of the Board of Directors may from time to time determine.

Section 4: Fiscal Year

The Fiscal Year of the Corporation shall begin on the first day of January and end on the last day of December of each year.

Section 5: Seal

The Board of Directors shall provide a corporate Seal which shall be in the form of a circle and shall have inscribed thereon the Name of the Corporation.

ARTICLE II: MEMBERS

Section 1: Qualifications

Any person whose interest coincides with the Purpose of the Corporation as stated in Article I is eligible to join the Corporation as a Member. No person shall be eligible to hold simultaneously more than one (1) Membership in the Corporation. Nothing in this section shall be construed to deny any person Membership solely on the basis of race, religion, gender, or ethnic origin.

Section 2: Classes of Membership:

There shall be the following Classes of Members:

General Member- A natural person at least eighteen (18) years of age, and whose interest coincides with the stated Purpose of the Corporation.

Qualified Member- A natural person at least eighteen (18) years of age, and whose interest coincides with the stated Purpose of the Corporation, also having contributed a recorded minimum of two hundred (200) Work Hours to the Corporation over a minimum of twenty four (24) months of actively holding Member status as a General Member, Youth Member, Honorary Member, or as the Primary Member of a Family Membership.

Youth Member- A natural person at least thirteen (13) years of age and under eighteen (18) years of age, with parental or guardian permission as stated in policy to be set forth by Act of the Board of Directors, and whose interest coincides with the stated Purpose of the Corporation. Such a person will, upon his or her eighteenth (18th) birthday, attain eligibility to be a General Member after applying for the change in Class and paying any difference in Dues.

Family Member- A single Membership covering a group of natural persons including one (1) adult at least eighteen (18) years of age to be the Primary Member under this Membership, up to one (1) other adult at least eighteen (18) years of age, and all children seventeen (17) or less years of age whose interest coincides with the stated Purpose of the Corporation.

Honorary Member- A natural or juridical person who has been awarded status as a Member under this Class by Act of the Board of Directors.

Institutional Member- A juridical person being any business, library, educational institution, or other organization whose interest coincides with the stated Purpose of the Corporation.

No life Memberships shall be created.

Upon adoption of the above revisions, all Associate Members will be reclassified as General Members and Associate Family Members will be reclassified as General Family Members. All Regular Members will be reclassified as Qualified Members and Regular Family members will be reclassified as Qualified Family members.

Section 3: Voting by Members

Each Member from each Class of Members, except Youth and Institutional, shall be entitled to one (1) Vote (Voting Members) on matters pertaining to the government of the Corporation, as described in these Bylaws. One (1) Vote may be cast by the Primary Member of each Family Membership.

Section 4: Membership Policies

The Board of Directors shall establish policies for Membership, the term of Membership, application for Membership, and assessment of dues.

Section 5: Resignation, Suspension or Termination of Membership

Any Member may Resign at any time. Notice of Resignation should be made in accordance with the provisions hereof and delivered to the Corporation’s business Office to the attention of the President.

A Member may be Suspended with Termination proceedings by Act of the Board of Directors, or by petition signed by ten (10) or more Members and delivered to the President, when said Member is deemed to have taken an action detrimental to the Corporation.

All Members shall receive Notice pursuant to Article III, Section 3 of the intent to present a motion for Termination. Such a motion shall be ratified by a two thirds (2/3) vote of Voting Members, by Ballot, at a Meeting called within one hundred and twenty (120) days of the Act of the Board of Directors. Prior to such motion to Terminate, the affected Member shall be given specific Notice of the Meetings of the Board of Directors and of the Members at which the motion is to be considered and shall have the right to speak and/or be represented by counsel.

Failure to pay Dues by the end of the calendar year for which a Member has not renewed Membership will result in automatic Termination of Membership.

Resignation, Suspension, or Termination of a Member shall not relieve said Member of the payment of any Dues owed, or give any right to a return or rebate of Dues paid, unless so approved by Act of the Board of Directors or as may be required by law.

Section 6: Compensation

In carrying out the stated Purpose of the Corporation, Members serve without Compensation in any form. Therefore, no salary, commission, credit, or any other form of Compensation may be paid, given or credited to the account of a Member as a result solely of being a Member of the Corporation. However, nothing herein contained shall be construed to preclude any Member from serving the Corporation in any other capacity and receiving Compensation as an Agent, Employee, or Independent Contractor, therefore so long as a tangible benefit accrues, of value in relation to the value paid to the Corporation as a result of this service and that such relationship is not detrimental in any manner to the Corporation. Nothing herein contained shall prohibit a Member from claiming reimbursement of expenses paid on behalf of the Corporation, so long as the expenses are for the benefit of the Corporation.

ARTICLE III: MEMBERSHIP MEETINGS

Section 1: Membership Meetings

Membership Meetings shall be held at a time and place designated by Act of the Board of Directors.

Section 2: Annual Meeting of the Membership

An Annual Meeting of the Membership shall be called at a time and place designated by Act of the Board of Directors within the months of September, October or November. The Annual Meeting shall be held for the purpose of Election of Directors and for consideration of the financial condition of the Corporation, and any other matters presented by Act of the Board of Directors.

Section 3: Notice to Members

Notice of all Membership Meetings shall be in writing and shall be delivered or mailed to Current Address on Record of each Member at a reasonable time before such a Meeting at which no business is being conducted, and not less than ten (10) days and not more than forty (40) days prior to such a Meeting at which business will be presented to the Membership for their action. Electronic communication and other notification methods may supplement mail delivery.

Section 4: Quorum of Membership Meetings

For the transaction of business at a membership meeting, a quorum shall be one-half (1/2) of the number of Members or ten (10) Members, whichever is smaller.

Section 5: Manner of Voting by Members

At all Membership Meetings, current Voting Members in good standing and entitled to vote, shall Vote for the Election of Directors, the removal of Directors, the Termination of Members, approval of Bylaw changes, and other matters as necessary by Ballot. With the Notice of any matters requiring a vote, an official Ballot for the matters in such Notice, shall be mailed to Current Address on Record of each Voting Member on such matters. Ballots may be returned to the Corporation by mail or in person only.

ARTICLE IV: BOARD OF DIRECTORS

Section 1: General

All powers vested by law in the Corporation shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors, except where specifically reserved for the Voting Members within these Bylaws or the Articles of Incorporation.

Section 2: Qualifications, Number, Election, and Tenure

No Agent, Employee, or Independent Contractor of the Corporation or their spouse/partner, parent, sibling, child, or employee may serve as a Director while the employed by the Corporation. No two (2) persons who are related as spouse/partner, parent, sibling, or child may serve simultaneously as Directors.

The number of Elected Directors shall be five (5). Elected Directors shall be Elected by Voting Members for two (2) year staggered Terms such that not more than three (3) and not less than two (2) are Elected each year.

A Qualified Member may be Nominated as a Candidate for Elected Director according to Article VII, Section 3. In order to qualify for Nomination, a person must be a Qualified Member, pay Dues for the calendar year, and have contributed a recorded minimum of two hundred (200) Work Hours to the Corporation since becoming a Member, with a minimum of ten (10) Work Hours to the Corporation during the twelve (12) months prior to the Election. To remain a Director, said Director must maintain his or her current status as a Qualified Member and pay Membership Dues for the current calendar year by the last day of April.

Elections of the Board of Directors are to be conducted at the Annual Meeting of the Membership scheduled pursuant to Article III, Section 2 with manner of Voting in accordance with Article III, Section 5. Terms of Office commence and end with the Annual Meetings of the Board of Directors scheduled pursuant to Article IV, Section 3 that follows the Meeting of the Membership scheduled pursuant to Article III, Section 2 where the Election of Directors was conducted.

Candidates receiving the most Votes by Voting Members shall be declared Elected. Cumulative Voting shall not be permitted. In the case of a tie for a position, the tie shall be broken by a flip of a coin. In the case of a tie between two (2) Candidates for two (2) available Directorates, both shall be Elected, no coin toss being necessary. In the case of a three (3) way or more tie for a position, one (1) Candidate shall be eliminated by the flip of a coin, odd man out. The remaining ties shall be resolved by the flip of a coin.

There may be two (2) Community Directors, who are not required to be Members of the Corporation, who will be Appointed by Act of the Elected Directors for a maximum total of seven (7) Elected and Appointed Directors. Appointed Directors will serve one (1) year Terms.

Directors shall abide by all policies and requirements for service as may be adopted by Act of the Board of Directors from time-to-time, and as required by law.

Section 3: Meetings of the Board of Directors

The Annual Meeting of the Board of Directors shall be the first Meeting of the Board of Directors following the Annual Meeting of the Membership pursuant to Article III, Section 2, and held at a time and place designated by Act of the Board of Directors with remote electronic means of attendance being permissible.

The Board of Directors shall Meet in regular session at least once per every three (3) months of the calendar year and not less frequently than thirteen (13) weeks apart, with one (1) Meeting to be held in May and one (1) Meeting to be held in July, at a time and place designated by Act of the Board of Directors with remote electronic means of attendance being permissible.

Section 4: Special Meetings of the Board of Directors

Special Meetings of the Board of Directors may be called at the request of the President or any two (2) Directors. The person or persons authorized to call special Meetings of the Board of Directors shall describe the purpose of the Meeting and fix the time and place of the Meeting with remote electronic means of attendance being permissible.

Section 5: Notice of Meetings of the Board of Directors

Notice of Meetings of the Board of Directors shall be given at least five (5) days previous thereto by written Notice delivered personally, sent by mail, or by electronic means to each of the Directors and Department Managers at the addresses shown by the records of the Corporation. The purpose of the Meeting shall be specified in the Notice. Notice by mail or by electronic means of a Meeting shall be deemed to be delivered when dispatched. Instructions for remote electronic means of attendance to said Meeting shall be included with the Notice of said Meeting. A schedule of Meetings may be published by Act of the Board of Directors, such a schedule shall serve as a Notice for all Meetings shown on the schedule. The attendance of a Director at any Meeting shall constitute waiver of Notice of such Meeting, except when a Director attends a Meeting for the express purpose of objecting to the transaction of any business because the Meeting is not lawfully called or convened.

Section 6: Quorum

A simple majority of the number of Directors currently in Office, when present at any Meeting of the Board of Directors, shall constitute a Quorum for the transaction of business at any Meeting of the Board of Directors. Participation of Directors by electronic means shall constitute presence in person at the Meeting for the purpose of achieving Quorum. If less than a Quorum of Directors is present at said Meeting, the Directors present may adjourn the Meeting and call another Meeting at a new time and place with Notice in accordance with Article IV Section 5 sent to absent Directors and Department Managers.

Section 7: Manner of Acting

The Act of a majority resolution of the Directors present at a meeting at which a Quorum is present shall be the Act of the Board of Directors except where otherwise provided by law or these Bylaws.

Section 8: Compensation

A Director, as such, shall not receive any salary, commission, credit or other form of compensation for the provision of service as a Director.

Section 9: Duties

The Board of Directors shall be charged with the management of the affairs of the Corporation consistent with its stated Purposes. Included in the Duties is the proper regard for the preservation of the assets of the Corporation. In the maintenance of its fiduciary responsibilities, the Board of Directors shall provide the necessary safeguards and controls that ordinary business practices provide so that the Membership is assured that the assets of the Corporation are being used for the advancement of its Purpose as stated in Article I.

Section 10: Removal

The unanimous resolution of the remaining Directors, Acting on their own accord or the petition of ten (10) or more Qualified Members, can relieve a Director of all responsibilities when it is deemed by those presenting the resolution that the Director has taken action detrimental to the Corporation. Such relief shall be effective for a period of up to one hundred and twenty (120) days. During this period, Notice shall be given to the Membership pursuant to Article III, Section 3 of a Meeting to be held within the same one hundred and twenty (120) day period at which the Members will be presented with a motion to Remove the Director who has been relieved for his or her remaining Term in Office. Such Removal shall be ratified by a two thirds (2/3) majority resolution of the Members constituting a Quorum by ballot. Prior to such motion, the affected Director shall be given Notice of the Meetings of the Board of Directors and of the Members at which the motion is to be considered, and shall have the right to speak and/or be represented by counsel.

Section 11: Automatic Removal

A Director will be automatically Removed from Office if said Director has during his or her Term been judicially declared of unsound mind; convicted of an offense and sentenced to imprisonment for a period of more than one (1) year; or within sixty (60) days after notice of his or her Election, said Director does not accept such Office in writing or attend three (3) consecutive Meetings of the Board of Directors and fulfill such other requirements of qualification as these Bylaws or the Articles of Incorporation may provide.

Section 12: Vacancies

Any vacancy occurring in the Board of Directors may be filled by the appointment of a person qualified pursuant to Section 2 of this Article by Act of the Directors in Office, excluding any vacancies, to serve the unexpired term of the Directorate which is vacant.

Section 13: Informal Action by Directors

Any Action required or to be taken at a Meeting of the Board of Directors, or any other Action which may be taken at a Meeting of the Board of Directors or a Committee thereof, may be taken without a Meeting if a consent in writing, setting forth the Action so taken, shall be signed by all of the Directors and all of any non-Director Committee Appointees entitled to vote with respect to the subject matter thereof, or by all the Appointees of such Committee, as the case may be.

The consent shall be evidenced by one (1) or more written approvals, each of which sets forth the Action taken and bears the signature of one (1) or more Directors or Committee Appointees. All the approvals evidencing the consent shall be delivered to the secretary to be filed in the Corporate Records. The Action taken shall be effective when all the Directors or the Committee Appointees, as the case may be, have approved the consent unless the consent specifies a different effective date. Any such consent signed by all the Directors or all the Committee Appointees, as the case may be, shall have the same effect as a unanimous vote.

Section 14: Attendance of Members at Meetings of the Board of Directors

All Meetings of the Board of Directors shall be open to attendance by Members of the Corporation. The Board of Directors may provide reasonable discussion time and request reports or opinions from Members during the Meeting if it so desires and reserves the right to Act to excuse Members from any Meeting or part thereof at which confidential personnel matters or other matters requiring confidentiality of the Board of Directors are to be discussed.

Section 15: Presumption of Assent

A Director who is present at a Meeting of the Board of Directors, or of a Committee of the Board of Directors, at which Action on any Corporate matter is taken shall be presumed to have Assented to the Action taken unless his or her dissent is entered in the Minutes of the Meeting, or unless such Director files his or her written dissent to the Action with the Secretary of the Meeting before the adjournment thereof or transmits the dissent in writing to the Secretary of the Corporation after the adjournment of the Meeting and before the next Meeting of the Board of Directors in order for such dissent to be entered in the Minutes of the Meeting where the dissent has taken place. Such right to dissent shall not apply to a Director who voted in favor of the Action. Nothing in this section shall bar a Director from asserting that Minutes of a Meeting incorrectly omitted said Director’s dissent if, promptly upon recipient of a copy of such Minutes, said Director notified the Secretary, in writing, of the asserted omission or inaccuracy.

ARTICLE V: OFFICERS

Section 1: Officers

The Officers of the Corporation shall be a President, one (1) or more Vice Presidents (the number to be determined by Act of the Board of Directors), a Secretary, a Treasurer, all of whom shall be Elected or Appointed Directors, and such other Officers as may be Appointed in accordance with the provisions of this Article. Act of the Board of Directors may Appoint such Officers who are not required to be Directors, including one (1) or more Assistant Vice Presidents, Assistant Secretaries, and Assistant Treasurers, as it shall deem desirable, and such Officers have the authority to perform the Duties prescribed by Act of the Board of Directors. Any two (2) or more Offices may be held by the same person, except the Office(s) of President and Secretary, which may not be held simultaneously by the same person.

Section 2: Appointment and Term of Office

The Officers of the Corporation shall be Appointed annually by Act of the Board of Directors at the Annual Meeting of Directors pursuant to Article IV, Section 3. If the Appointment of Officers cannot be held at such a Meeting, the Appointment shall be held as soon as possible thereafter. Vacancies of Offices may be filled at any time by Act of the Board of Directors. Each Officer shall hold Office until a successor has been duly Appointed.

Section 3: Succession in Office

There is no limit on the length of term of service an individual may hold office, provided that the President, Vice President(s), Secretary and Treasurer are duly Elected or Appointed Directors in accordance with Article IV, Section 1.

Section 4: Removal

An Officer Appointed by Act of the Board of Directors may be Removed by unanimous Act of the remaining members of the Board whenever in their judgment the best interests of the Corporation would be served thereby.

Section 5: President

The President shall be the principal officer of the Corporation and shall, when present, Preside at all meetings of the Membership and the Board of Directors. The President may sign, together with any other proper Officer of the Corporation authorized by Act of the Board of Directors, any deed, mortgage, bond, contract or other instrument which Act of the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof has been expressly delegated by Act of the Board of Directors to some other Officer or Agent of the Board of Directors, and in general, shall perform all Duties incident to the Office of President and such other Duties as may be prescribed by Act of the Board of Directors from time to time.

Section 6: Vice-Presidents

In the absence of the President or in the event of inability or refusal of the President to perform Duties, the Vice President (or in the event that there be more than one (1) Vice President, the Vice Presidents in the order designated, or in the absence of any designation, then in the order of their Appointment) shall perform the Duties of President and when so performing Duties shall have the powers of and be subject to all restrictions upon the President. Any Vice President shall perform such other Duties as from time to time may be assigned by the President or Act of the Board of Directors.

Section 7: Secretary

The Secretary shall record the Minutes of the Meetings of the Board of Directors and the Meetings of the Membership in sequential printed files as permanent Corporate Records after acceptance of the Minutes by Act of the Board of Directors, see that all Notices are duly given in accordance with the Bylaws or as required by law; be custodian of the Corporate Records and of the Seal of the Corporation and see that the Seal of the Corporation is affixed to all necessary documents, the execution of which on behalf of the Corporation under its Seal is duly authorized in accordance with the provisions of these Bylaws; keep a register of Members, Directors, Officers, Department Managers, Department Staffs, Agents, Employees, and Independent Contractors and their Duties and Current Address on Record and other information as may be required by law; and in general, perform all Duties incident to the Office of Secretary and such other Duties as may from time to time be assigned by the President or Act of the Board of Directors.

Section 8: Treasurer

The Treasurer shall have charge of and be responsible for the safekeeping of all funds and securities of the Corporation. The Treasurer shall prescribe the manner in which monies, funds, and securities of the Corporation from any source whatsoever are deposited in the name of the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with these Bylaws. The Treasurer shall assure that all disbursements are made for bonafide expenditures of the Corporation in the pursuit of its stated Purpose and that such disbursements are properly documented and approved. The Treasurer shall advise the Board of Directors of the proper accounting procedures and internal controls to provide for the necessary safeguards for the preservation of the assets of the Corporation. In general, the Treasurer shall perform all the Duties incident to the Office of Treasurer and other such Duties as from time to time may be assigned to the Treasurer by the President or by Act of the Board of Directors. In addition, the Treasurer shall be responsible for the preparation and filing of all required reports and tax reports for the period during which a person was Treasurer, even if at the time of preparation of such reports the person is not Treasurer.

Section 9: Agents, Employees, and Independent Contractors

The Board of Directors or designated individuals may from time to time Appoint or employ such Agents, Employees, and Independent Contractors as deemed advisable by Act of the Board of Directors. Act of the Board of Directors, or designated individuals shall prescribe the Duties, authority, conditions of employment, and compensation of such Agents, Employees, and Independent Contractors and shall have the right to dismiss any of them at any time, without prejudice to their contract rights, if any.

ARTICLE VI: DEPARTMENTS

Section 1: How Established, Accountability

The Board of Directors may establish by Act whatever Departments it deems necessary to carry out the stated Purposes of the Corporation. Departments shall exist to serve the Board of Directors by assisting in the implementation of its Duties and responsibilities and shall therefore remain fully accountable to the Board of Directors. The Board of Directors shall retain complete authority to establish and dissolve Departments as it deems necessary by Act, and the Board of Directors shall retain full responsibility for the performance of the Departments.

Each Department shall have a Department Manager who is Appointed by Act of the Board of Directors. Department Managers shall serve one (1) year terms, measured between the Annual Meetings of the Board of Directors pursuant to Article III, Section 2 Act of the Board of Directors may remove a Department Manager from service before his or her term has ended and may appoint a replacement to serve the remaining term. There shall be no limit on the length of succession during which an individual may hold a position as Department Manager.

Departments shall be staffed at the will of the Department Manager. Department Staffs shall remain wholly accountable to their respective Department Managers.

ARTICLE VII: COMMITTEES

Section 1: Appointment and Authority

Act of The Board of Directors may designate one (1) or more Committees which, to the extent provided in said Act, in accordance with these Bylaws, and by law, shall have and exercise the authority of the Board of Directors in the management of the Corporation, but the designation of such Committees and the delegation thereto of authority shall not operate to relieve the Board of Directors or any individual Director of any responsibility imposed by law. Appointees of all Committees shall be Members or Appointed Directors of the Corporation during the entire period of their service on such Committee(s). Any Committee having and exercising the authority of the Board of Directors shall have at least a majority of its Appointees filled by directors.

Section 2: Management Committee

The Board of Directors shall Appoint two (2) Directors who, together with the President, shall constitute the Management Committee. Vacancies in the Management Committee may be filled at any time by Act of the Board of Directors. The Management Committee shall have such powers as Act of the Board of Directors shall from time to time delegate. This Committee shall assist in the day-to-day conduct of the business of the Corporation in accordance with instructions furnished by Act of the Board of Directors. Acts of or instructions furnished by the Board of Directors shall not be construed to place policy-making authority in the hands of this Committee. Meetings of the Management Committee may be held without call or Notice at such times and places as the Management Committee from time to time may fix. At any Meeting of the Management Committee, three (3) Appointees shall constitute a quorum. Any action of the Management Committee to be effective must be unanimous. Acts of the Board of Directors delegating authority to the Management Committee shall be by a majority of the Directors in office. Such Acts shall remain effective until the next Annual Meeting of the Board of Directors.

Section 3: Nominating and Election Committee

Act of the Board of Directors shall Appoint three (3) Members who are not Directors to a Nominating and Election Committee no later than the May Meeting of the Board of Directors. This Committee shall determine the number of Directors up for Election, shall attempt to contact all Qualified Members for interest in serving on the Board of Directors, and may recommend any number of Candidates to be Nominated to run for Election. These Candidates must be Qualified Members per Article II, Section 2 and shall be Nominated from the following:

Incumbent Elected Directors who have maintained current status as a Qualified Member, with a minimum of ten (10) Work Hours to the Corporation during the twelve (12) months prior to the election, serving a current expiring Term on the Board of Directors and who wish to be Nominated as a Candidate for Election again and inform the Nominating and Election Committee.

Qualified Members with a minimum of ten (10) Work Hours to the Corporation during the twelve (12) months prior to the election, who wish to be Nominated as a Candidate to run for Election and inform the Nominating and Election Committee.

Qualified Members with a minimum of ten (10) Work Hours to the Corporation during the twelve (12) months prior to the Election, who the Nominating and Election Committee interviews and recommends to be Nominated as a Candidate to run for Election.

The Nominating and Election Committee recommendations of Candidates shall be presented to the Board of Directors no later than the July Meeting of the Board of Directors.

A list of Nominated Candidates shall be sent with the Notice to the Members of the Annual Meeting of the Membership. Included within this Notice, if provided by the Candidates, will be a short one hundred and fifty (150) word or less personal review by each Candidate.

Section 4: Other Advisory Committees

Other advisory Committees not having and exercising the authority of the Board of Directors in the management of the Corporation may be designated by a Act of the Board of Directors. Appointees of such Committee need not be Directors of the Corporation, and Act of the Board of Directors shall designate Appointees thereof. Any Appointee thereof may be removed by Act of the Board of Directors whenever, in their judgment, the best interests of the Corporation shall be served by such removal.

Section 5: Term of Service of Committee Appointees

Each Appointee of a Committee shall continue as such for a period of one (1) year from Appointment or until a successor is Appointed, unless the Committee shall be sooner terminated, or unless such Appointee shall resign, be removed by Act of the Board of Directors from such Committee or cease to qualify as an Appointee thereof.

Section 6: Chairman

One (1) Appointee of each Committee shall be Appointed Chairman by Act of the Board of Directors.

Section 7: Quorum of Committee Meetings

Unless otherwise provided in these Bylaws or in Act of the Board of Directors designating a Committee, majority of the whole Committee shall constitute a Quorum and the Act of a majority of the Appointees present at a Meeting at which a Quorum is present shall be the Act of the Committee.

Section 8: Rules of Committee Government

Each Committee may adopt Rules for its own government not inconsistent with these Bylaws or with Rules adopted by Act of the Board of Directors.

Section 9: Minutes of Committee Meetings

Minutes of each Committee’s Meeting shall be recorded. Such Minutes can be in the form of a report of the proceedings and results of the Committee’s work upon completion of its Duties.

ARTICLE VIII: CONTRACTS, CHECKS, DEPOSITS AND FUNDS

Section 1: Contracts

Act of The Board of Directors may authorize any Officer or Officers, Agent or Agents of the Corporation, in addition to the Officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation and such authority may be general or confined to specific instances. Any purchase of goods or services aggregating one thousand dollars ($1,000.00) or more will be subject to written contract or purchase order.

Section 2: Checks, Drafts, etc.

Checks, drafts or other orders for payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation shall be signed by the Treasurer or other Officer or Director as provided for by Act of the Board of Directors. The maximum number of persons authorized at any one (1) time to sign such instruments shall be limited to three (3).

Section 3: Deposits

All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as Act of the Board of Directors may direct.

Section 4: Gifts

The Board of Directors may accept, on behalf of the Corporation, any contribution, gift, bequest or device for the general purpose or for any special purpose of the Corporation.

Section 5: Distributions

This Corporation is incorporated as a not-for-profit Corporation. No dividend shall be paid and no part of the income of the Corporation shall be distributed. Upon distribution or liquidation of this Corporation for any reason, the provision of the _____ Act of the State of _______ shall govern. Pursuant thereto, no assets shall be distributed to a Member solely as a result of his Membership.

ARTICLE IX: BOOKS AND RECORDS

The Corporation shall keep correct and complete books and records of account and shall also keep Minutes of the proceedings of its Board of Directors, Committees having any of the authority of the Board of Directors and all Membership Meetings.

All books and records of the Corporation may, upon written demand delivered to the Corporation’s business Office to the attention of the Secretary and President, and be inspected by any Member or his accountant or attorney for any proper purpose at any reasonable time during the usual hours for business. In every instance where an attorney or other agent is the person who seeks the right of inspection, the demand shall be accompanied by a verified power of attorney or other writing that authorizes the attorney or other agent to so act on behalf of the Member.

ARTICLE X: WAIVER OF NOTICE

Whenever any Notice whatever is required to be given under the provisions of the _____ Act of _______ or under the provisions of the Articles of Incorporation or any Bylaws of the Corporation, a waiver thereof, in writing, signed by the person or persons entitled to such Notice, whether before or after the time stated herein, shall be deemed equivalent to giving such Notice.

ARTICLE XI: AMENDMENT TO BY-LAWS

Proposals to alter, amend or repeal or to adopt new Bylaws may be made by Act of the Board of Directors or on the petition of twenty-five (25) or more Qualified Members. Such proposals may be adopted by a majority of the Members voting by Ballot at any regular or special Membership Meeting, called in accordance with Article III, provided written Notice is mailed to Current Address on Record of all Voting Members at least ten (10) days but not more than forty (40) days before the Meeting of the intention to alter, amend or repeal or to adopt new Bylaws at such Meeting.

ARTICLE XII: INDEMNIFICATION

The Corporation shall indemnify any Director, Officer, Manager or Agent, or former Director, former Officer, former Manager or former Agent of the Corporation against expenses actually and necessarily incurred by the person in connection with the defense of any action, suit or proceeding in which the person is made a party by reason of being or having been such Director, Officer, Manager or Agent, except in relation to matters as to which the person shall be adjudged in such action, suit or proceeding to be liable for gross negligence or willful misconduct in the performance of duty. The Corporation may also reimburse to any incumbent, or former Director, Officer, Manager or Agent the reasonable costs of settlement of any such action, suit, or proceeding if it shall be found by a majority of a Committee composed of the Directors not involved in the matter in controversy (whether or not a Quorum) that it was to the best interests of the Corporation that such settlement be made and that such Director, Officer, Manager or Agent was not guilty of gross negligence or willful misconduct. Such rights of indemnification and reimbursement shall not be deemed exclusive of any other rights to which such Director, Officer, Manager or Agent may be entitled under any Bylaws, agreement, Vote of Members or otherwise.

END

First question:


State statutes:


Various bylaws and state statutes have similar language and this is what "we" proposed to add after a specific outrageous incident.

The questions are whether the bylaw for presumption of assent and dissent can be used as written, if the Secretary can receive dissent “in writing” even from himself, waive the need for certified mail or receive other forms of communication and acknowledge receipt from any director in good faith, what form the dissent statement should take, and if dissent received after the adjournment of the meeting can still be entered in the minutes of the meeting where dissent took place.

Second question:


This seems to say the Management Committee has no authority unless given by the Board of Directors, and authority must be renewed annually. The three Management Committee appointees do equal a quorum of the five person Board of Directors, but if acting in a quorum capacity of the whole Board of Directors instead of as the Management Committee, a notice should be given for a special meeting so all five Directors have the chance to participate and vote. When arranging meetings is a problem due to a timing issue that is what the informal action procedure is for.

More commonly called an "executive committee", various nonprofit guides recommend later full board affirmation of everything such a committee does, some even recommend avoiding such committees especially for smaller boards.

I'd agree that the 'dissent' cannot be logged with minutes of a meeting once that meeting has been concluded.

To register a dissent, a 'special meeting' would have to be called; I recommend that notice be required at least a week prior, and be acknowledged by at least a quorum of Directors, to avoid cliques doing selective notification or other "special agenda" furtherance. It can be a bylaw that no business can be transacted at said special meeting other than item(s) on the formal agenda for that meeting. Any form of dissent or comment on a Board decision or action can be minuted at that time.

The first question is mostly about the ability of dissent itself and the form it takes. The state law allows dissent to be noted in the minutes of the meeting (possibly superceding Robert's Rules if it was not a role call vote), or submitted to the secretary afterward because things like counsel can take some time but it does not specify what minutes it would go in. And I think that is getting a bit off the rails since the dissent would eventually get in some record in the books anyway.

A special meeting seems even more burdensome since the whole point of dissent is to cover one's azz, say three idiots out of five vote to suspend the bylaws. How does a dissenter guarantee getting a quorum so that the dissent can be entered?

The one thing I would add is that an organization should check their state's not for profit corporation statute to make sure their bylaws are consistent with it. Not all state laws are the same.

To give a relatively trivial example, unless I missed something, the draft bylaws seem to contemplate that members and directors must attend meetings in person in order to participate in them. Nothing wrong with that. Trouble is that state law may permit electronic participation unless expressly prohibited by an organization's articles of incorporation or its bylaws The Illinois not for profit corporation law has a provision like this, see 805 ILCS 107.05. So an Illinois corporation that wants to restrict electronic participation and voting at its meetings would need to have a specific restriction to this effect in its bylaws or articles of incorporation.

Isn't law fun?

I have actually read our state's entire nonprofit compiled statutes. It isn't much when you can skim past subsections for foreign (out of state) corporations and homeowners' associations.

Our bylaws do permit electronic meetings or electronic attendance of meetings that counts as attendance in person for a quorum.

My main questions, in the first reply to the top comment, pertain to the section on presumption of assent/dissent and the wording of the section on the management (usually executive) committee.

I agree with Overmod on your first question. Things that occur outside the meeting should not be in the meeting minutes.

On your second question, it seems strange to me that the management committee is a quorum of your BOD. Committees usually serve the BOD with final decisions made by the BOD. You could have three members of your BOD running amok without a BOD meeting to record any nays on the actions. Why have a management committee at all?

Did I miss something?

I don't know why. That is old language. "Executive committees" are common and seem to be intended to allow a smaller number of authorized people to act more quickly on limited things than the full board of directors. But it can not be a true quorum acting as the full board of directors unless notice is given to the full board of directors to have the opportunity to participate in the actions.

I need time to dig up links to post later, but a lot of advice has been written on "executive committees" and a lot recommend not having them.

Just a suggestion.... Don't even think of considering Roberts Rules for your bylaws. It's quite the way to hamstring your organization. There are nonprofit bylaws guides online from various entities specifically to help other organizations.

"Dection 15: Presumption of Assent

A Director who is present at a Meeting of the Board of Directors, or of a Committee of the Board of Directors, at which Action on any Corporate matter is taken shall be presumed to have Assented to the Action taken unless his or her dissent is entered in the Minutes of the Meeting, or unless such Director files his or her written dissent to the Action with the Secretary of the Meeting before the adjournment thereof or transmits the dissent in writing to the Secretary of the Corporation after the adjournment of the Meeting and before the next Meeting of the Board of Directors in order for such dissent to be entered in the Minutes of the Meeting where the dissent has taken place. Such right to dissent shall not apply to a Director who voted in favor of the Action. Nothing in this section shall bar a Director from asserting that Minutes of a Meeting incorrectly omitted said Director’s dissent if, promptly upon recipient of a copy of such Minutes, said Director notified the Secretary, in writing, of the asserted omission or inaccuracy."


Honestly, this seems strange. I have read a lot of By-Laws and never saw a provision like this that I remember. That doesn't mean it's not necessary, required or useful in your jurisdiction or by your organization.

Matters routinely come up before Boards where there is some people voting yeah or nay. If I vote no, but the motion carries, of course I "dissent".

Of course, "dissent" may be a term of art here subject to legal construction. There are a lot of words that have specific legal meanings, or are construed a certain way in a given context that differ from the common use and here "dissent" might mean a formal protest that is supposed to provide something to the individual director,

Get an attorney versed on corporate law. The old adage applies here. He who retains himself as an attorney has a fool for a client.

There's also another adage that once people are referring to the by-laws, there's already a major problem or conflict.

Operationally, bylaws should be clear, simple as possible and provide for efficient governance that comports with your state's corporate laws. Some bylaws have a "savings clause" that provides that if any action is found to be in conflict with the law, it is null and void for the very purpose of preserving legality.

Depending on the professionalism of a corporation, the directors may never even look at or have the reading comprehension to understand the bylaws or anything else. They may go to meetings and then mimic what was done before when they get on the board.

We (I) stole the presumption of assent/dissent language from the bylaws of the much more successful Pennsylvania Trolley Museum. A couple of years ago a then-director wanted his objection to an illegal resolution noted, another director pulled out his Robert's Rules book and said it wasn't allowed because it was not a role call vote so nobody was officially going to own their decision in the records. The resolution was suspend the bylaws and postpone the annual meeting indefinitely, passed 3-1-1. An attorney letter later fixed that issue. Then the bylaws committee was formed.

Dissent is not just the minority yay or nay votes, but the names of such directors getting to have their objections and names noted in the minutes to protect themselves.

It is awfully nice to have either volunteer counsel or an attorney on the board. Unfortunately, we have never had this. We are near a major metropolitan area, and it is almost impossible to get an attorney with a nonprofit focus to give these bylaws a read and write an opinion letter for any price. I don't think they want to deal with dorky railroad museums, or that is too small a job. Then there's a lot of flakes around doing biznissnstuff. I'm about to pull the trigger for $750 on a new guy after I waited for two weeks for the last one I consulted with to reply that she received my documents. And the big practice NGO advising group I called first didn't want to do it for twice as much.

I would suggest that an organization that considers "dissent" by board members to be a major issue that requires specific bylaw provisions has management issues that go far beyond what bylaws may or may not say.

I also have read and helped to write a few bylaws over the years. I also do not recall seeing a specific dissent clause. At least not one in my state.

There are nonprofit organizations that exist specifically to help other nonprofits where you can get help from experts. Places like the Center for Nonprofit Excellence in Virginia or Business Volunteers Unlimited in Cleveland pop into my head right off and there are others. You'll likely get more action from an organization like those. Search online.

There are a few lawyers that occasionally hang out here so someone may chime in. I think part of the problem may be that the first post was kinda TL;DR.

This is accurate, and it is embarrassing. It may sadden some to learn which museum had its nonprofit status lapse for a few years, hasn't kept its minutes records, had a large number of members not receive their annual meeting notice, and other bodies I don't want to mention. I guess it is the fault of people like me who avoid running for the board until there isn't enough candidates to have a proper election. I started volunteering as a teenager, spent near 20 years of weekends, then pulled back for life stuff for a couple years and showed back up one day to a disaster.

Mr. Opal, I thank you for chiming in. I was also hoping David Wilkins would happen across this thread. I know of you guys from following IRM stuff, and I attended Mr. Wilkins's legal seminar at the conference at IRM years ago. What is your interpretation of the wording of our management committee section, is new authority required to be delegated to them annually for them to be able to do anything?

First of all, an important disclaimer.  I used to do a fair amount of not for profit corporation legal work (gratis) for rail preservation organizations, But I'm no longer a practicing lawyer.  I spend most of my waking hours these days watching my toenails grow and checking the clock to see when I need to take the dog out.  However, in years past, I did a fair amount of legal work for some tourist railroads and also for the Heritage Railroad Alliance and its predecessors (TRAIN and ARM).

I don't want to get into a big discussion of legal management issues, but let me make a few points on the recent notes in this thread. I'm going to use Illinois law as an example, since that's what I'm most familiar with

1. As I mentioned in a previous post, a not for profit (NFP) rail organization needs to have someone look at the not for profit (NFP) laws of the state of its incorporation.  State NFP laws are not all the same. 

       2.    With respect to "executive" or "management" committees (by whatever name), Illinois law permits the board of directors of an Illinois NFP corporation to appoint such a committee and authorize it to exercise the authority of the Board, subject to significant statutory limitations, see ILCS 105/108.40. A majority of such a committee must be directors (except nominating committees).  I expect (but do not know) that other states have similar requirements.


        3.  The provisions of the draft bylaws on director's assent and dissent are largely consistent with Illinois law see ILCS 805 105/108.65(c)  But why does this have to be replicated in excruciating detail in an organization's bylaws? It's a statutory right that exists independent of the bylaws.  Simple is good. 

Further, if the justification for bylaw like this is to give a director some protection against liability for a "bad" decision of the Board (a prior post had a more colorful term for this), see 805 ILCS 105/108.65  This statutory provision gives a director of an IRS tax exempt organization serving without compensation (other than reimbursement for expenses) immunity from liability or damages resulting from exercise of judgement or discretion, unless the act or omission involved willful or wanton misconduct.

My strong bias here is to keep an organization's bylaws workable and understandable so that they actually work for the organization, and not become cannon fodder for grandstanders. If I wanted to create a legal monument to myself, I could create bylaws that faithfully replicate all relevant state laws. But it wouldn't be a workable document, and would simply be ignored..

For what (if anything) it may be worth.